Common use of Amendment of Material Documents Clause in Contracts

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall it permit any Restricted Subsidiary to, amend, modify or waive any of its rights under (i) its Organization Documents, (ii) the Sponsor Management Agreement, or (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof), in each case to the extent that such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall will it permit any Restricted Subsidiary to, amend, restate, modify or waive any of its rights under (ia) its Organization Documentscertificate of incorporation, by-laws or other organizational documents, and (iib) the Sponsor Management Agreement, or (iiii) any Material Indebtedness Agreement (other than as a result of a Permitted Refinancing thereofany ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements), in each case to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that such the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effectof any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereofas applicable, be materially that is adverse to the interests Lenders), (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the Credit Parties (it being understood thatsale, with respect to clause (ii)transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit PartiesTerm Priority Collateral) or (C) with respect to clause (iii) only, (1) shorten the maturity date of changes any Material Indebtedness to mandatory prepayment provisions in a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or manner that would increase the amount of any required principal paymentmandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of which would be accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to require principal payments on account thereof the Latest Maturity Date then in excess effect (unless this Agreement is amended to provide all of the amounts previously required over Lenders with the twenty-four benefits of such covenants or events of default), in each case under this clause (24) months following such amendmentz), modification or waiverother than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), (3) grant any collateral security therefor on the ABL Priority Collateral, except Collateral or similar matters relating primarily to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof). (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower will notNo Loan Party shall, nor shall it permit any Restricted Subsidiary of its Material Subsidiaries to, amend, modify modify, supplement or waive any of its rights under (i) its Organization Documentscertificate of formation, (ii) the Sponsor Management Agreementlimited liability company agreement, certificate of incorporation, by-laws or (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof)organizational documents, in each case in any manner that would reasonably be expected to the extent that such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower No Loan Party shall, nor shall not, and shall not it permit any of its Restricted Material Subsidiaries to, designate enter into any Indebtedness amendment, waiver or other modification of any of the Trust Preferred Securities Notes or other Hybrid Securities or any indenture or other agreement governing the Trust Preferred Securities Notes or other Hybrid Securities, or of any document evidencing or otherwise governing any Material Debt (i) if the effect of such amendment, waiver or other modification is to increase the interest rate on such Debt, increase the amount of principal due on any date, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate or make less onerous any such event or default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, or change any collateral therefor (other than to release such collateral) or (ii) if the effect of such amendment or change, together with all other amendments or changes made, is to increase in any material respect the obligations of the obligor thereunder or to confer any additional rights on the holders of such Debt (or related a trustee or other representative on their behalf). (c) No Loan Party shall, nor shall it permit any of its Material Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest obligationson any Subordinated Debt, except: (i) payments (other than optional or voluntary prepayments) as “Designated Senior and when due in respect of such Subordinated Debt but only to the extent, if any, permitted by the subordination terms, subordination agreement or intercreditor agreement (or equivalent agreement otherwise named) applicable to such Subordinated Debt” or any similar term ; and (as defined in any documents or agreements evidencing ii) refinancings of such Subordinated Debt with the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereofproceeds of other Subordinated Debt.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall will it permit any Restricted Subsidiary to, amend, modify or waive any Second Priority Collateral Document or any of its rights under thereunder without the consent of the Collateral Agent and the Administrative Agent, other than modifications to such agreements in connection with (i) its Organization Documentsthe joinder of additional Subsidiary Loan Parties effected by the execution of supplements to such agreements, (ii) the Sponsor Management Agreementinclusion of (A) additional Second Priority Debt permitted pursuant to Section 6.01(a)(vii) constituting Secured Obligations (as defined in the form of Second Priority Subsidiary Security Agreement attached to this Agreement as of the Closing Date), or (B) Additional Senior Debt Obligations under such agreements and (iii) amendments required to permit the security arrangements relating to Permitted Split-Priority Term Loan Debt (including the priority of Liens securing obligations with respect to Split-Priority Term Loan Debt) that are not materially adverse to the Senior Loan Secured Parties. The Borrower will not, nor will it permit any Material Indebtedness (other than as a result Subsidiary to, amend, modify or waive any instrument governing any Additional Senior Debt Obligations or any related security documents, or any of a Permitted Refinancing thereof)its rights under any of the foregoing, in each case to without the extent consent of the Collateral Agent and the Administrative Agent, other than amendments, modifications and waivers that such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be are not materially adverse to the interests of the Credit Parties (it being understood thatLenders or amendments or other modifications to implement any Refinancing Indebtedness and Split-Priority Implementing Agreements, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor each case otherwise permitted by this Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary party to the Intercompany Inventory Purchase Agreement to, designate any Indebtedness (amend, terminate, or related interest obligations) as “Designated Senior Debt” or any similar term (as defined otherwise modify the Intercompany Inventory Purchase Agreement in any documents manner materially adverse to the Lenders or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), their interests under the Senior Notes and any Permitted Refinancings thereofLoan Documents without the prior written approval of the Administrative Agent; provided, however, that the foregoing shall not limit the Borrower’s responsibilities pursuant to Section 3.2 of the Intercompany Inventory Purchase Agreement.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall will it permit any Restricted other Borrower or any Subsidiary Facility Guarantor to, amend, modify or waive any of its rights under (i) its Organization Documents, Documents or (ii) the Sponsor Management Agreement, or (iii) any Material Indebtedness Term Loan Agreement (other than as a result of a Permitted Refinancing thereof), in each case to the extent that such amendment, modification or waiver would either (A) be reasonably likely to have a Material Adverse Effect, Effect or (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness the Term Loan Facility to a date which is prior to ninety-one (91) 91 days after the then Latest Maturity Date, (2) except as provided in clause increase regularly scheduled amortization payments (1), shorten other than by the date scheduled for any principal payment or increase the amount incurrence of any required Indebtedness otherwise permitted by this Agreement) of principal payment, on the Loans as defined in and under the Term Loan Agreement the result of which would be to require principal payments on account thereof of such Loans over the 24 months following such amendment, restatement, supplement, modification or waiver in excess of the amounts previously required over under the twenty-four (24) months following Term Loan Agreement prior to such amendment, restatement, supplement, modification or waiver, waiver or (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to the Intercreditor Agreement or an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall will not, and shall not nor will it permit any of its Restricted Subsidiaries other Borrower or any Subsidiary Facility Guarantor to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” (as defined in the Senior Subordinated Notes Indenture) or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility Facility, any Term Incremental Equivalent Debt, any Term Credit Agreement Refinancing Indebtedness or any Permitted Refinancing thereof (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall will it permit any Restricted Subsidiary to, amend, modify or waive any Second Priority Collateral Document or any of its rights thereunder without the consent of the Collateral Agent and the Borrowing Base Agent, other than modifications to such agreements in connection with (i) the joinder of additional Subsidiary Loan Parties effected by the execution of supplements to such agreements and (ii) the inclusion of (A) additional Second Priority Debt permitted pursuant to Section 6.01(a)(vii) constituting Secured Obligations (as defined in the Second Priority Subsidiary Security Agreement), (B) Additional Senior Debt Obligations under such agreements or (C) amendments to effect the transactions contemplated by the 2009 Amendment and Restatement Agreement and taking place on the 2009 Restatement Effective Date. The Borrower will not, nor will it permit any Subsidiary to, amend, modify or waive any instrument governing the 2017 9.5% Senior Notes, any Additional Senior Debt Obligations or any related security documents, or any of its rights under (i) its Organization Documents, (ii) any of the Sponsor Management Agreement, or (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof)foregoing, in each case to without the extent consent of the Collateral Agent and the Borrowing Base Agent, other than amendments, modifications and waivers that such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility are not material and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect Lenders or amendments or other modifications to clause (ii), implement any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Refinancing Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor permitted by this Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary party to the Intercompany Inventory Purchase Agreement to, designate any Indebtedness (amend, terminate, or related interest obligations) as “Designated Senior Debt” or any similar term (as defined otherwise modify the Intercompany Inventory Purchase Agreement in any documents manner materially adverse to the Lenders or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), their interests under the Senior Notes and any Permitted Refinancings thereofLoan Documents without the prior written approval of the Collateral Agent; provided, however, that the foregoing shall not limit the Borrower’s responsibilities pursuant to Section 3.2 of the Intercompany Inventory Purchase Agreement.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall it permit any Restricted Subsidiary toWithout limiting Section 7.16, amend, modify or waive any of its an Obligor’s rights under (ia) its Organization Documents, (ii) Documents in a manner materially adverse to the Sponsor Management Agreement, Credit Parties or (iiib) any Material Contract or Material Indebtedness (other than as a result on account of a Permitted Refinancing thereof)any refinancing thereof otherwise permitted hereunder) other than the ABL Loan Documents in accordance with the Intercreditor Agreement, in each case to the extent that such amendment, modification or waiver would either (A) result in a Default or Event of Default under any of the Loan Documents, would be materially adverse to the Credit Parties or otherwise would be reasonably likely to have a Material Adverse Effect, . The Obligors shall not amend or modify (Bv) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the ABL Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower Agreement or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided documents executed in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreementconnection therewith, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit waive any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing)an Obligor’s rights thereunder, in each case, except for as permitted by the ObligationsIntercreditor Agreement, (w) the Term Miraloma Consent, (x) the Miraloma Lease, (y) the Intercompany Loan Facility Arrangements or (and related obligations)z) the definition of “Borrowing Base”, “Cost”, “Eligible Credit Card Receivables”, “Eligible Inventory”, “Appraisal Percentage”, “Appraised Value”, “Inventory Advance Rate”, “Eligible Cash on Hand”, “Credit Card Receivables Advance Rate” or “Availability Reserves” under the Senior Notes and ABL Credit Agreement or any Permitted Refinancings thereofother component of the Borrowing Base without the consent of the Required Lenders hereunder.

Amendment of Material Documents. (a) The Lead Borrower Borrowers will not, nor shall it and will not permit any Restricted Subsidiary of their respective Subsidiaries to, amend, supplement, modify or waive any of its their rights under any of their Organizational Documents or the Rxxxxxxxx Factoring Agreement, other than amendments, modifications or waivers that could not reasonably be expected to materially adversely affect the Credit Parties; provided that, in respect of the Rxxxxxxxx Factoring Agreement, the Borrowers shall deliver or cause to be delivered to the Administrative Agent and each Lender a copy of all material amendments, modifications or waivers thereto promptly after the execution and delivery thereof. Without limiting the generality of the foregoing, the Borrowers will not, and will not permit any of their respective Subsidiaries to, amend, supplement, modify or waive any of their rights under any of the following provisions of the Rxxxxxxxx Factoring Agreement (with each of the following terms used as defined therein, to the extent not otherwise defined in this Credit Agreement): (i) its Organization Documentsthe definitions of “Credit Agreement”, “Credit Agreement Agent” or “Credit Agreement Default” or the Credit Agreement Agent’s right to exercise the Redirection Right during the continuance of a Credit Agreement Default, (ii) the Sponsor Management Agreementterms and conditions upon which Rxxxxxxxx may purchase Receivables, the effect of which would decrease the Purchase Price for any Receivable, permit Rxxxxxxxx to purchase a Receivable that is not a Credit Approved Receivable or a Receivable that is less than 120 days past due, or permit Rxxxxxxxx to purchase a Receivable other than for cash consideration remitted to the Collection Account at the time of such purchase, in each case without the Administrative Agent’s prior written consent, (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof), in each case to the extent that such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdingsprovision, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result effect of which would be permit Rxxxxxxxx to require principal payments on debit the Collection Account for any reason other than to collect commissions owed to Rxxxxxxxx from time to time under the Rxxxxxxxx Factoring Agreement as and when the related Referred Accounts are paid, (iv) the location, account thereof in excess number, ownership or other terms of the amounts previously required over Collection Account, without the twenty-four (24) months following such amendment, modification or waiverAdministrative Agent’s prior written consent, (3v) grant any collateral security therefor on provision, the ABL Priority Collateraleffect of which would reduce the scope, except timing or frequency of amounts required to be remitted by Rxxxxxxxx to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor AgreementCollection Account, or (5vi) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility requirement that invoices (and related obligations), other statements to Customers) evidencing Referred Accounts clearly state that each Receivable is payable to Rxxxxxxxx in its capacity as collection agent on the Senior Notes and any Permitted Refinancings thereofLoan Parties’ behalf.

Amendment of Material Documents. (a) The Lead Borrower will notNo Loan Party shall, nor shall it permit any Restricted Subsidiary of its Material Subsidiaries to, amend, modify modify, supplement or waive any of its rights under (i) its Organization Documentscertificate of formation, (ii) the Sponsor Management Agreementlimited liability company agreement, certificate of incorporation, by-laws or (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof)organizational documents, in each case in any manner that would reasonably be expected to the extent that such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower No Loan Party shall, nor shall not, and shall not it permit any of its Restricted Material Subsidiaries to, designate enter into any Indebtedness amendment, waiver or other modification of any of the Trust Preferred Securities Notes or other Hybrid Securities or any indenture or other agreement governing the Trust Preferred Securities Notes or other Hybrid Securities, or of any document evidencing or otherwise governing any Material Debt (i) if the effect of such amendment, waiver or other modification is to increase the interest rate on such Debt, increase the amount of principal due on any date, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate or make less onerous any such event or default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, or change any collateral therefor (other than to release such collateral) or (ii) if the effect of such amendment or change, together with all other amendments or changes made, is to increase in any material respect the obligations of the obligor thereunder or to confer any additional rights on the holders of such Debt (or related a trustee or other representative on their behalf); provided, however, that this Section 6.16(b) shall not prohibit any amendment, waiver or other modification if the effect of such amendment, waiver or other modification is to replace any benchmark interest obligationsrate of such Debt based on LIBOR with a benchmark interest rate based on SOFR. (c) No Loan Party shall, nor shall it permit any of its Material Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Subordinated Debt, except: (i) payments (other than optional or voluntary prepayments) as “Designated Senior and when due in respect of such Subordinated Debt but only to the extent, if any, permitted by the subordination terms, subordination agreement or intercreditor agreement (or equivalent agreement otherwise named) applicable to such Subordinated Debt” or any similar term ; and (as defined in any documents or agreements evidencing ii) refinancings of such Subordinated Debt with the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereofproceeds of other Subordinated Debt.

Amendment of Material Documents. (a) The Lead Borrower will notNone of the Borrowers will, nor shall it will they permit any Restricted Subsidiary to, amend, restate, modify or waive any of its rights under (a) (i) its Organization certificate of incorporation, by-laws or other organizational documents and/or (ii) any Material Agreement, Spin-Off Documentation or other agreements (including joint venture agreements) other than the Term Loan Documents, in each case to the extent such amendment, restatement, modification or waiver is adverse to the Agent or Lenders in any material respect (it being agreed that the addition or removal of Obligors from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders) or (b) the Term Loan Documents to the extent such amendment, restatement, modification or waiver (i) results in a maturity date earlier than 91 days following the Latest Maturity Date then in effect with respect to the Obligations, (ii) results in a decreased weighted average life of the Sponsor Management Agreement, or (iii) any Material Indebtedness Term Loan Debt (other than as a result of an amendment solely to the final maturity date permitted by clause (i) above), (iii) adds any mandatory prepayment provision or changes any mandatory prepayment provision in a Permitted Refinancing thereofmanner that would increase the amount of any mandatory prepayment of the Term Loan Debt, (iv) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate), or (v) adds an additional covenant or event of default or makes any covenant or event of default in any Term Loan Document materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenant or event of default), in each case to the extent that such amendment, modification or waiver would either under this clause (Av) reasonably likely have a Material Adverse Effect, (B) except with respect other than covenants and events of default solely relating to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower Company will not, nor shall will it permit any Restricted Subsidiary to, amend, amend or modify (or waive any of its rights under (i) its Organization Documents, (iiunder) the Sponsor Management AgreementPharmacy Inventory Supply Agreement or any McKesson Document, or without the prior written consent of the Securities Collateral Agent (iii) any Material Indebtedness (acting at the direction of Holders of a majority in principal amount of the Securities), other than as a result of a Permitted Refinancing thereof)amendments, modifications and waivers that are not adverse in each case to the extent that such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with any material respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties Holders (it being understood that, with respect to clause (ii), any amendment, modification and agreed that amendments or waiver which directly or indirectly increase modifications having the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder following effect shall be deemed materially adverse to be material to the interests of the Credit PartiesHolders: (i) increases the amount of the McKesson Guaranteed Cash Obligations or the McKesson Contingent Deferred Cash Obligations, (B) accelerates the timing, or increases the frequency, of any payment of the McKesson Guaranteed Cash Obligations or the McKesson Contingent Deferred Cash Obligations, or (C) with respect otherwise changes any provision of the Pharmacy Inventory Supply Agreement or any McKesson Document applicable to clause the McKesson Guaranteed Cash Obligations or the McKesson Contingent Deferred Cash Obligations in any manner that is less favorable to the Holders; (ii) reduces the amount or duration of trade credit provided to the Company or any Subsidiary under the Pharmacy Inventory Supply Agreement or any McKesson Document; (iii) onlyalters the circumstances under which the Pharmacy Inventory Supplier is entitled to request provision of “Supplier Adequate Assurance Collateral” (as defined in the ABL / McKesson Intercreditor Agreement); (iv) adds termination events or modifies any existing termination events in any manner that is less favorable to the Company; (v) restricts any Securities Party or any Subsidiary from (A) incurring Liens on any property of any Securities Party or any Subsidiary, (1B) shorten the maturity date incurring Indebtedness, (C) making Restricted Payments in respect of any Material Equity Interests of any Securities Party or any Subsidiary held by, or to pay any Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Dateowed to, any Securities Party or any other Subsidiary, (2D) except as provided making any Investment in clause any Securities Party, any Subsidiary or any other Person, (1)E) disposing of, shorten the date scheduled for or otherwise transferring, any principal payment or increase the amount property of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification Securities Party or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor AgreementSubsidiary, or (5F) modify engaging in any transaction or activity otherwise permitted by this Indenture; or (vi) is otherwise adverse in any material respect to the subordination provisions thereofinterests of Holders of the Securities (provided that this clause (vi) shall not be applicable to ordinary course amendments or modifications to the trade terms under the Pharmacy Inventory Supply Agreement relating to pricing of goods, delivery procedures for goods, rebates and credits, invoicing procedures, product returns, record keeping requirements and audit procedures and similar commercial terms). (b) The Lead Borrower shall Company will not, and shall not nor will it permit any of its Restricted Subsidiaries Subsidiary to, designate seek or consent to any Indebtedness amendment or other modification of Plan Document in any manner (i) that is adverse to the Securities Collateral Agent or related interest obligationsthe Holders or their interests under the Securities Documents or (ii) as “Designated Senior Debt” increases the amount of or changes the terms of any payments required to be made by the Company or any similar term of the Subsidiaries pursuant to the Plan Documents, without the prior written consent of the Trustee (as defined acting at the direction of Holders of a majority in any documents or agreements evidencing principal amount of the Junior FinancingSecurities), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall it permit any Restricted Subsidiary to, amendAmend, modify or waive any of its a Loan Party’s rights under (ia) its Organization Documents, (ii) the Sponsor Management Agreement, Documents or (iiib) any CW Transaction Document or other Material Indebtedness Contract (other than as a result provided below or on account of a Permitted Refinancing thereofany refinancing thereof otherwise permitted hereunder), in each case to the extent that such amendment, modification or waiver would either (A) be reasonably likely to have a Material Adverse EffectEffect (or is otherwise limited by an applicable provision of this Agreement). No Organizational Document of any Loan Party, nor any CW Transaction Document or other Material Contract (B) except with respect to (x) any amendment or modification of any Material Contract the Term Loan Facility and any Permitted Refinancing thereof, result of which would not be reasonably likely to be materially adverse to, or have a materially adverse effect upon, Administrative Agent, Collateral Agent, or any Lender and (y) any Agency Agreements, as further provided below) shall be amended or modified in any material respect, nor any material provisions thereof waived, without the consent of the Administrative Agent, in its sole discretion. Without limiting the foregoing, no Loan Party shall: (a) amend, supplement or otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of the indemnities and any licenses furnished to the Borrower and/or WDLLC pursuant to the CW Transaction Documents such that after giving effect thereto such indemnities or licenses shall be materially less favorable to the interests of the Credit Loan Parties or the Lenders with respect thereto; or (it being understood thatb) fail to enforce, in a commercially reasonable manner, the Loan Parties’ rights (including rights to indemnification) under the CW Transaction Documents. Subject to the provisions of Section 8.01 and Section 8.05: (i) nothing in this Agreement or any other Loan Document will prohibit or otherwise limit WDLLC or WD Capital from amending, restating, supplementing, modifying or waiving any default by an underlying obligor or related to the servicing of an underlying Mortgage Loan pursuant to any Agency Agreement if such prohibition or limitation could have a material adverse effect on the performance by WDLLC or WD Capital of any of its duties or obligations under such applicable Agency Agreement (including, without limitation, any duties and obligations with respect to clause servicing of Mortgage Loans thereunder); and (ii), ) no provision of this Agreement or any other Loan Document will prohibit or otherwise limit WDLLC or WD Capital from consenting to or otherwise effecting or implementing any amendment, restatement, supplement or other modification to or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse applicable Agency Agreement consistent with modifications generally applicable to the interests of the Credit Parties) subject Agency Agreements or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Dateseller/servicer thereunder, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following if such amendment, restatement, supplement or other modification is required or waiverrequested by the applicable Agency; provided, (3) grant any collateral security therefor on however, the ABL Priority Collateralforegoing shall not be deemed or construed to modify, except to amend, or limit the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication provisions of any collateral security granted under clause (3) above, grant of the Agency Consents and nothing in this Agreement or any other collateral therefor except to the extent such grant Loan Document will prohibit or otherwise limit WDLLC or WD Capital from amending, restating, supplementing, modifying or waiving any provision of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereofany Agency Agreement as contemplated by Section 8.01. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower No Loan Party will not, nor shall it permit any Restricted Subsidiary to, amend, modify or waive any of its rights under (i) its Organization Documents, (ii) the Sponsor Management AgreementAdvisory Agreements, or (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof), in each case to the extent that such amendment, modification or waiver would either (A) be reasonably likely have a Material Adverse Effect, Effect or (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause clauses (ii) and (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereofthereof or (6) be otherwise materially adverse to the interests of the Credit Parties. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” (as defined in each of the Senior Subordinated Notes Indenture and the Subordinated Discount Notes Indenture) or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, Obligations and the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall it and will not permit any Restricted Subsidiary to, amend, modify or waive any of its rights under (i) its Organization Documentsthe Management Agreements, (ii) the Sponsor Management Agreement, or (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof)amendments, modifications or waivers that would not reasonably be expected to adversely affect the Credit Parties in each case any material respect, provided that the Borrower shall deliver or cause to be delivered to the extent that Administrative Agent and each Lender a copy of each such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to promptly after the Term Loan Facility execution and any Permitted Refinancing delivery thereof, be materially adverse to the interests and provided further that (i) any termination of the Credit Parties (it being understood that, with respect to clause any Management Agreement and (ii), ) any amendment, modification or waiver which directly that increases the fees payable under the Management Agreement so long as all fees (or indirectly increase other payments in the obligation nature of Holdingsa fee, but excluding ordinary course expense reimbursement and indemnities) payable pursuant to all Management Agreements then in effect do not in the Lead aggregate exceed (x) prior to the Exit Event Effective Date, 3% of the consolidated gross revenue of the Borrower or any and the Subsidiaries for the most recently ended fiscal quarter and (y) upon and following the Exit Event Effective Date, 6% of its Affiliates to make any payments thereunder the consolidated gross revenues of the Borrower and the Subsidiaries for the most recently ended fiscal quarter, shall not in either case be deemed materially adverse to the interests of adversely affect the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall will not permit the Parent to amend, modify or waive any of its Restricted Subsidiaries torights under the Partnership Agreement, designate any Indebtedness (other than amendments, modifications or related interest obligations) as “Designated Senior Debt” or any similar term (as defined waivers that would not reasonably be expected to adversely affect the Credit Parties in any documents material respect; provided (i) that the Borrower or agreements evidencing the Junior Financing)Parent shall deliver or cause to be delivered to the Administrative Agent for further distribution to each Lender a copy of each amendment, modification or waiver promptly after the execution and delivery thereof and (ii) the provisions of this Section 7.11(b) shall not apply to any amendment, modification or waiver of any provision of the Partnership Agreement in each case, except for connection with or in contemplation of the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereofExit Event permitted by Section 7.14.

Amendment of Material Documents. (a) The Lead Borrower Borrowers will not, nor shall it and will not permit any Restricted Subsidiary of their respective Subsidiaries to, amend, supplement, modify or waive any of its their rights under any of their Organizational Documents or, the Rxxxxxxxx Factoring Agreement or the CIT Factoring Agreement, other than amendments, modifications or waivers that could not reasonably be expected to materially adversely affect the Credit Parties; provided that, in respect of the Rxxxxxxxx Factoring Agreement and the CIT Factoring Agreement, the Borrowers shall deliver or cause to be delivered to the Administrative Agent and each Lender a copy of all material amendments, modifications or waivers thereto promptly after the execution and delivery thereof. Without limiting the generality of the foregoing, the Borrowers will not, and will not permit any of their respective Subsidiaries to, amend, supplement, modify or waive any of their rights under any of the following provisions of the Rxxxxxxxx Factoring Agreement (with each of the following terms used as defined therein, to the extent not otherwise defined in this Credit Agreement): (i) its Organization Documentsthe definitions of “Credit Agreement”, “Credit Agreement Agent” or “Credit Agreement Default” or the Credit Agreement Agent’s right to exercise the Redirection Right during the continuance of a Credit Agreement Default, (ii) the Sponsor Management Agreementterms and conditions upon which Rxxxxxxxx may purchase Receivables, the effect of which would decrease the Purchase Price for any Receivable, permit Rxxxxxxxx to purchase a Receivable that is not a Credit Approved Receivable or a Receivable that is less than 120 days past due, or permit Rxxxxxxxx to purchase a Receivable other than for cash consideration remitted to the Collection Account at the time of such purchase, in each case without the Administrative Agent’s prior written consent, (iii) any Material Indebtedness (provision, the effect of which would permit Rxxxxxxxx to debit the Collection Account for any reason other than to collect commissions owed to Rxxxxxxxx from time to time under the Rxxxxxxxx Factoring Agreement as and when the related Referred Accounts are paid, (iv) the location, account number, ownership or other terms of the Collection Account, without the Administrative Agent’s prior written consent, (v) any provision, the effect of which would reduce the scope, timing or frequency of amounts required to be remitted by Rxxxxxxxx to the Collection Account, or (vi) the requirement that invoices (and other statements to Customers) evidencing Referred Accounts clearly state that each Receivable is payable to Rxxxxxxxx in its capacity as collection agent on the Loan Parties’ behalf. Without limiting the generality of the foregoing, the Borrowers will not, and will not permit any of their respective Subsidiaries to, amend, supplement, modify or waive any of their rights under any of the following provisions of the CIT Factoring Agreement (with each of the following terms used as defined therein, to the extent not otherwise defined in this Credit Agreement): the terms and conditions upon which CIT Purchaser may purchase Receivables, the effect of which would decrease the Purchase Price for any Receivable, permit CIT Purchaser to purchase a result of Receivable that is not an Approved Receivable or a Permitted Refinancing thereof)Receivable that is less than 90 days past due, or permit CIT Purchaser to purchase a Receivable other than for cash consideration, in each case to without the extent that such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is Administrative Agent’s prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereofwritten consent. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall it and will not permit any Restricted Subsidiary to, amend, modify or waive any of its rights under in a manner materially adverse to the Lenders (i) its Organization Documentsany agreement governing the Existing Subordinated Notes, the Existing Senior Unsecured Notes, the New Senior Secured Notes and any Refinancing Indebtedness in respect of any of the foregoing or (ii) the Sponsor Management Agreement, or (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof), in each case to the extent that such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility terms and any Permitted Refinancing thereof, be materially adverse to the interests conditions of the Credit Parties Existing Preferred Stock (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase including the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date terms of any Material exchange Indebtedness to a date which is prior to ninety-one (91contemplated thereby) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that after giving effect to any such collateral security constitutes a amendment or modification, the Existing Preferred Stock would constitute Permitted Encumbrance and is granted subject Preferred Stock (other than, with respect to an intercreditor agreement on terms substantially similar amendments or modifications to those contained in the Intercreditor AgreementBorrower's senior Existing Preferred Stock, (4) without duplication of any collateral security granted under clause (3i) above, grant any other collateral therefor except of the definition of "Permitted Preferred Stock" hereunder to the extent such grant the maturity thereof is not accelerated) or would constitute Qualifying Subordinated Indebtedness permitted under Section 6.01(a)(iv) (other than, with respect to amendments or modifications to the Borrower's senior Existing Preferred Stock, clause (ii) of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that definition of "Qualifying Subordinated Indebtedness" hereunder to the extent the maturity thereof is not accelerated), (iii) any agreement governing Qualifying Subordinated Indebtedness or Qualifying Senior Indebtedness or any terms and conditions of the Permitted Preferred Stock such that such collateral security consists of assets that Indebtedness or Permitted Preferred Stock would constitute Term Priority Collateralno longer meet the criteria for Qualifying Subordinated Indebtedness or Qualifying Senior Indebtedness or Permitted Preferred Stock, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained as the case may be, set forth in the Intercreditor Agreementdefinitions thereof, (iv) the organizational documents of the Borrower or any Subsidiary in any material respect (other than changes relating to preferred stock otherwise permitted hereunder) or (5v) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined Wireless Alliance Agreement in any documents or agreements evidencing material respect prior to the Junior Financing), time Wireless Alliance becomes a Wholly Owned Subsidiary of the Borrower in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereofa transaction not prohibited by this Agreement.

Amendment of Material Documents. (a) The Lead TheExcept to the extent provided in the Tenth Amendment, the Borrower will not, nor shall will it permit any Restricted Subsidiary to, amend, restate, modify or waive any of its rights under (ia) its Organization Documentscertificate of incorporation, by-laws or other organizational documents, and (iib) the Sponsor Management Agreement, or (iiii) any Material Indebtedness Agreement (other than as a result of a Permitted Refinancing thereofany ABL Loan Document and the Junior Loan Documents), Spin-Off Documentation or other agreements (including joint venture agreements), in each case to the extent that such amendment, restatement, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially is adverse to the interests Lenders in any material respect, (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the Credit Parties (it being understood thatsale, with respect to clause (ii)transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit PartiesTerm Priority Collateral) or (C) with respect to clause (iii) only, (1) shorten the maturity date of changes any Material Indebtedness to mandatory prepayment provisions in a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or manner that would increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess mandatory prepayment of the amounts previously required over the twenty-four ABL Loans (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except only to the extent that such collateral security constitutes resulting in a Permitted Encumbrance and is granted subject to corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an intercreditor agreement on terms substantially similar to those contained additional covenant or event of default or makes any covenant or event of default in the Intercreditor AgreementABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), (4) without duplication of any collateral security granted in each case under this clause (3) abovez), grant any other collateral therefor except than covenants and events of default solely relating to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term Borrowing Base (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligationsABL Credit Agreement), the Senior Notes and ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Permitted Refinancings thereofOffshore Facilities Refinancing (as defined in the ABL/Term Loan Intercreditor Agreement) or (iii) any Junior Loan Document in a manner that is inconsistent with the Term Intercreditor Agreement.

Amendment of Material Documents. (a) The Lead Borrower will notNo Loan Party will, nor shall will it permit any Restricted Subsidiary to, amend, modify or waive any of its rights under (ia) any agreement relating to any Subordinated Indebtedness, (b) its Organization Documentscharter, articles or certificate of incorporation or organization, by-laws, operating, management or partnership agreement or other organizational or governing documents or (iic) any of the Sponsor Management 2020 Indenture (Exchangeable), the 2023 Term Loan Agreement, the 2023 Indenture, any External Receivables Purchase Agreement or (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof)Internal Receivables Purchase Agreement, in each case with respect to the foregoing clauses (a) and (b), to the extent that any such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests Lenders. (aa) Paragraph (k) of Article VII (Events of Default) of the Credit Parties Agreement is hereby amended by replacing the amount “Thirty Million U.S. Dollars ($30,000,000)” contained therein with the amount “Forty Million U.S. Dollars ($40,000,000)”. (bb) Section 9.02(b) (Waivers and Amendments) of the Credit Agreement is hereby amended by inserting the phrase “and subject to Section 2.14(c)” immediately following the phrase “Except as provided in the first sentence of Section 2.09(f) (with respect to any commitment increase)” contained in the first sentence therein. (cc) Section 9.02(c) (Waivers and Amendments) of the Credit Agreement is hereby amended by amending and restating the third sentence thereof to read in full as follows: Except as provided in the first sentence of this section, the Agents will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that, the Agents may in the discretion of the Administrative Agent, release its Liens on (i) Collateral constituting ABL Priority Collateral valued in the aggregate not in excess of Ten Million U.S. Dollars ($10,000,000) during any calendar year and (ii) Collateral not constituting ABL Priority Collateral in accordance with the ABL/Term Intercreditor Agreement, in each case without the prior written authorization of the Required Lenders (it being understood that, with respect to clause (ii), any amendment, modification agreed that the Administrative Agent may rely conclusively on one or waiver which directly or indirectly increase more certificates of the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse Borrowers as to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date value of any Material Indebtedness Collateral to a date which is prior to ninety-one (91) days after the then Latest Maturity Datebe so released, (2) except as provided in clause (1without further inquiry), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (bdd) The Lead Borrower shall notCommitment Schedule to the Credit Agreement is hereby amended and restated to read in full as set forth on Annex A attached hereto. (ee) Schedule 3.05, 3.06, 3.14, 3.15, 3.22, 6.01, 6.02, 6.04 and shall not permit any of its Restricted Subsidiaries to6.10 to the Credit Agreement are hereby amended to read in full as set forth on Schedule 3.05, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing)3.06, in each case3.14, except for the Obligations3.15, the Term Loan Facility (3.22, 6.01, 6.02, 6.04 and related obligations)6.10, the Senior Notes and any Permitted Refinancings thereofrespectively, attached hereto.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall it permit any Restricted Subsidiary to, amend, modify or waive any of its rights under (i) its Organization Documents, (ii) the Sponsor Management Agreement, or (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof), in each case to the extent that such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Material Subsidiaries to, designate (a) without the prior written consent of the Required Lenders, amend, modify, supplement or waive any Indebtedness (of its rights under its certificate of formation, limited liability company agreement, certificate of incorporation, by-laws or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing)other organizational documents, in each casecase in any manner that would reasonably be expected to have a Material Adverse Effect, except for (b) without the Obligationsprior written consent of the Required Lenders (which shall not be unreasonably withheld), amend, modify, supplement or waive any of its rights under any material term of any Retrocession Agreement or Reinsurance Agreement relating to property and catastrophic risk insurance other than the Term Loan Facility Intercompany Pooling Arrangement or (c) without the prior consent of the Administrative Agent (with the approval of the Required Lenders, such approval not to be unreasonably withheld), amend, modify, supplement or waive any of its rights under: (i) the Intercompany Pooling Arrangement if, after giving effect to such modification, supplement or waiver (and related obligationsany sale or transfer of assets and assignment and assumption of liabilities effected pursuant thereto), (A) the Senior Notes Insurance Subsidiaries of the Borrower would have, in the aggregate, less than a 55% Participation Percentage of each of the Net Premiums and the Net Liabilities, (B) the aggregate Statutory Surplus of all Insurance Subsidiaries of the Borrower that are party to the Intercompany Pooling Arrangement would be less than the aggregate Statutory Surplus of all Insurance Subsidiaries of the Borrower that are party to the Intercompany Pooling Arrangement immediately prior to such modification, supplement or waiver, (C) the definition of any Permitted Refinancings thereofone or more of “Net Premiums”, “Net Liabilities” and “State Auto Mutual Reinsurance Book” is amended or otherwise modified, or (D) a Default would exist hereunder, or (ii) the terms and conditions evidencing or governing the Placed Debt.

Amendment of Material Documents. (a) The Lead Borrower will notNone of the Obligors will, nor shall it will they permit any Restricted Subsidiary to, amend, restate, modify or waive any of its rights under (a) (i) its Organization certificate of incorporation, by-laws or other organizational documents and/or (ii) any Material Agreement, Spin-Off Documentation or other agreements (including joint venture agreements) other than the Term Loan Documents, in each case to the extent such amendment, restatement, modification or waiver is adverse to Agent or Lenders in any material respect (it being agreed that the addition or removal of Obligors from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders), (b) the Term Loan Documents to the extent such amendment, restatement, modification or waiver (i) results in a maturity date earlier than 91 days following the Latest Maturity Date then in effect with respect to the Obligations, (ii) results in a decreased weighted average life of the Sponsor Management Agreement, or (iii) any Material Indebtedness Term Loan Debt (other than as a result of an amendment solely to the final maturity date permitted by clause (i) above), (iii) adds any mandatory prepayment provision or changes any mandatory prepayment provision in a Permitted Refinancing thereofmanner that would increase the amount of any mandatory prepayment of the Term Loan Debt 8(provided, however, that this clause (iii) shall not restrict the modification to the definition of “ECF Percentage” effected by the Term Loan Agreement Fourth Amendment), (iv) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate), or (v) adds an additional covenant or event of default or makes any covenant or event of default in any Term Loan Document materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the 8 Added per Third Amendment. benefits of such covenant or event of default), in each case under this clause (v) other than covenants and events of default solely relating to the Term Priority Collateral or (c) the documents evidencing any Permitted Convertible Indebtedness to the extent that such amendment, restatement, modification or waiver would either (Ai) reasonably likely have results in a Material Adverse Effect, (B) except maturity date earlier than 91 days following the Latest Maturity Date then in effect with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause Obligations or (ii), ) adds any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower required principal amortization or any of its Affiliates to make mandatory prepayment or repurchase provision or changes any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) mandatory prepayment or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to repurchase provision in a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or manner that would increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof mandatory prepayment or repurchase obligation in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication respect of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereofConvertible Indebtedness. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. Exercise of Rights under the Servicing Agreements . (a) The Lead Borrower will not, nor shall it permit any Restricted Subsidiary to, amend(i) Amend, modify or waive any of its a Loan Party’s rights under (ix) its Organization DocumentsDocuments in a manner materially adverse to the Credit Parties (it being understood that amendments to Sections 5(b), (ii) 5(c), 7, 8, 9, 10, 16, 21, 22, 23, 24, 25, 26, 31 or 35, or the Sponsor Management Agreementdefinitions of “Independent Director” or “Material Action” of the Borrower LLC Agreement and/or the Parent LLC Agreement shall be deemed to be materially adverse to the Credit Parties), or (iiiy) obligations under any Material Indebtedness (other than as a result on account of a Permitted Refinancing thereofany refinancing thereof otherwise permitted hereunder), in each case to the extent that such amendment, modification or waiver would either (A) result in an Event of Default under any of the Loan Documents or (B) otherwise would be reasonably likely to have a Material Adverse Effect, Effect or (Bii) except with respect no Loan Party may remove the independent director pursuant to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests Section 9 of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase Borrower LLC Agreement and/or the obligation of Holdings, Parent LLC Agreement without the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests consent of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereofRequired Lenders. (b) The Lead Borrower shall notAmend, and shall not permit modify or waive any of its Restricted Subsidiaries tothe Loan Parties’ rights under the Servicing Agreements (other than Section 10.01 of the Master Agency Agreement (solely as such amendment or waiver relates to the consent rights of the Agent to amendments of Article VII, designate Article VIII, Section 10.09, Section 10.10 or Annex A of the Master Agency Agreement) or Annex A of the Master Agency Agreement) in a manner adverse to the Credit Parties in any Indebtedness material respect, taken as a whole. (c) Demand return of any Inventory consigned pursuant to Section 3.06(b) of the Master Agency Agreement without the consent of the Agent acting on the instructions of the Lenders. (d) Remove the Inventory Management Agent and/or Funding and Notice Agent under the Master Agency Agreement or related interest obligationsterminate the appointment of any Operating Company as treasury agent pursuant to Section 4.02 of the Master Agency Agreement; provided that nothing in this Section 7.11(d) as “Designated Senior Debt” shall prohibit the Loan Parties from replacing the Inventory Management Agent, 151 any treasury agent and/or Funding and Notice Agent under the Master Agency Agreement with another Macy’s Party or any similar term other Restricted Subsidiary that has become party to the Master Agency Agreement in accordance with Section 10.11 of the Master Agency Agreement. (as defined in e) Provide consent to the Macy’s Parties to amend, modify or waive any documents of the Macy’s Parties’ rights under the Payment Processing Agreements pursuant to Sections 4.03(b) and 4.03(c) of the Master Agency Agreement. (f) Terminate any of the Macy’s Parties’ appointment, rights or agreements evidencing obligations under the Junior Financing), in each case, except for Master Agency Agreement pursuant to Section 9.02 of the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereofMaster Agency Agreement.

Amendment of Material Documents. (a) The Lead Borrower will notNo Loan Party will, nor shall will it permit any Restricted Subsidiary to, amend, modify or waive any of its rights under (i) its Organization Documents, (ii) the Sponsor Management Agreement, or (iiia) any Material agreement relating to any Subordinated Indebtedness (other than as a result of a Permitted Refinancing thereofthe Specified Secured Subordinated Debt Documents), in each case to the extent that any such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with be adverse in any material respect to the Term Administrative Agent, Lenders, or the Loan Facility Parties, and any Permitted Refinancing thereof(b) its charter, be materially adverse articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents, to the interests of the Credit Parties (it being understood that, with respect to clause (ii), extent any such amendment, modification or waiver which directly would be adverse in any material respect to the Administrative Agent, Lenders, or indirectly increase the obligation Loan Parties. Without the prior written consent of Holdingsthe Administrative Agent and the Required Lenders, the Lead Borrower no Loan Party will, nor will it permit any Subsidiary or Specified Securitization Entity to, amend, modify or waive any of its Affiliates rights under any Specified Securitization Document, and (ic) to make any payments increase the amount or type of obligations guaranteed under the Specified Securitization Guaranty (other than in connection with a Facility Increase (as such term is defined and used the Specified Securitization Credit Agreement on the Second Amendment Effective Date)) or to change the methodology therein under which the amount of the guaranty thereunder shall be deemed materially adverse is calculated, (ii) to otherwise amend or modify the Specified Securitization Guaranty to the interests of the Credit Parties) extent any such amendment or (C) with modification would be adverse in any material respect to clause the Administrative Agent, Lenders, or the Loan Parties, (iii) onlyto add additional categories of assets that are sold or otherwise transferred to the Specified Securitization Purchaser, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Dateincluding, (2) except as provided in clause (1)without limitation, shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof “World Pack Fees” (as such term is defined and used inSecured Subordinated Debt Documents in excess of a manner prohibited by the amounts previously required over Specified Securitization CreditIntercreditor Agreement) to be transferred to any Specified Securitization Entity or the twenty-four Specified Securitization Agent or otherwise become collateral under the Specified Securitization Documents, or (24iv) months following otherwise to the extent any such amendment, modification or waiver, (3) grant waiver would be adverse in any collateral security therefor on the ABL Priority Collateral, except material respect to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor AgreementAdministrative Agent, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor AgreementLenders, or (5) modify the subordination provisions thereofLoan Parties. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. Except pursuant to the Effective Date Transactions, neither Holdings nor the Borrower will, nor will they permit any Subsidiary to (a) The Lead Borrower will not, nor shall it permit any Restricted Subsidiary to, amend, modify or waive any of its rights under (i) its Organization Documentscertificate of incorporation, (ii) by-laws or other organizational documents; provided that the Sponsor Management Agreement, or (iii) any Material Indebtedness (other than organizational documents of the Loan Parties may be amended so long as a result of a Permitted Refinancing thereof), in each case such amendment could not reasonably be expected to the extent that such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (Bb) except amend, supplement or modify any of the terms or provisions contained in the TRW Agreement, the Permitted Management Agreement or the Holdco 2005 Notes (or any other document governing or providing for the terms and conditions of the Indebtedness evidenced thereby) unless such amendment, supplementation or modification could not reasonably be expected to have a Material Adverse Effect, or (c) amend, modify or supplement any terms or provisions contained in the June 2004 Note Documents, other than (i) such amendments and consents as shall be contained in the documents delivered by the Borrower pursuant to Section 4.02(b), (ii) a supplement to add a guarantor thereunder, so long as such Person is a guarantor under the Subsidiary Guarantee Agreement, (iii) in connection with additional issuances of Notes pursuant to the June 2004 Notes Documents in all material respects on the same terms as the June 2004 Notes and the June 2004 Notes Documents provide on the Fourth Restatement Effective Date, after giving effect to the amendments and consents as shall be contained in the documents delivered by the Borrower pursuant to Section 4.02(b), as from time to time modified pursuant to this Section 6.11, (iv) in connection with permitted repayments or repurchases of the June 2004 Notes, and (v) any amendment or consent the effect of which does not impose any new material obligation on, and is not in any material respect more restrictive on, any Loan Party than the terms of the June 2004 Notes and the June 2004 Notes Documents on the Fourth Restatement Effective Date, after giving effect to the amendments and consents as shall be contained in the documents delivered by the Borrower pursuant to Section 4.02(b). With respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, supplementation or modification or waiver which directly or indirectly increase the obligation of Holdingspursuant to clauses (a), the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties(b) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1c), shorten the date scheduled for any principal payment or increase the amount of any required principal paymentabove, the result Borrower shall have delivered to the Administrative Agent and its counsel a copy of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such proposed amendment, supplementation or modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or at least five (5) modify Business Days prior to the subordination provisions proposed effective date thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall will it permit any Restricted Subsidiary to, amend, restate, modify or waive any of its rights under (ia) its Organization Documentscertificate of incorporation, by-laws or other organizational documents, and (iib) the Sponsor Management Agreement, or (iiii) any Material Indebtedness Agreement (other than as a result of a Permitted Refinancing thereofany ABL Loan Document or any First Lien Term Loan Document) or other agreements (including joint venture agreements), in each case to the extent that such amendment, restatement, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially is adverse to the interests Lenders in any material respect, (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement and permitted under Section 6.01), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the Credit Parties (it being understood thatsale, with respect to clause (ii)transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit PartiesTerm Priority Collateral) or (C) with respect to clause (iii) only, (1) shorten the maturity date of changes any Material Indebtedness to mandatory prepayment provisions in a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or manner that would increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess mandatory prepayment of the amounts previously required over the twenty-four ABL Loans (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except only to the extent that such collateral security constitutes resulting in a Permitted Encumbrance and is granted subject to corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an intercreditor agreement on terms substantially similar to those contained additional covenant or event of default or makes any covenant or event of default in the Intercreditor AgreementABL Loan Documents materially more restrictive or burdensome prior to the Maturity Date (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), (4) without duplication of any collateral security granted in each case under this clause (3) abovez), grant any other collateral therefor except than covenants and events of default solely relating to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term Borrowing Base (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligationsABL Credit Agreement), the Senior Notes ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement, and (iii) any Permitted Refinancings thereofFirst Lien Term Loan Document except as otherwise permitted by the Term Intercreditor Agreement.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall will it permit any Restricted Subsidiary to, amend, restate, modify or waive any of its rights under (ia) its Organization Documentscertificate of incorporation, (ii) the Sponsor Management Agreementby-laws or other organizational documents, or (iiib) (i) any Material Indebtedness Agreement (other than as a result of a Permitted Refinancing thereofany ABL Loan Documents) or other agreements (including joint venture agreements), in each case to the extent that such amendment, restatement, modification or waiver would either is adverse to the Lenders in any material respect or (ii) any ABL Loan Document that (A) reasonably likely have a Material Adverse Effectviolates the ABL/Term Loan Intercreditor Agreement, (B) except with respect increases the fixed percentage advance rates by more than seven and one-half percent (7.5%) (but not, for the avoidance of doubt, the effective advance rate after giving effect to net orderly liquidation value in the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to case of inventory) under the interests borrowing base in excess of the Credit Parties (it being understood thatfixed percentage advance rates under the ABL Loan Documents as in effect on the date hereof, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect expands or adds to clause the obligations secured under any ABL Security Documents (iii) onlyother than any obligations constituting Indebtedness created under the ABL Credit Agreement), (1D) shorten adds any mandatory prepayment provisions (only to the maturity date of extent resulting in a corresponding permanent commitment reduction) or changes any Material Indebtedness to mandatory prepayment provisions in a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or manner that would increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess mandatory prepayment of the amounts previously required over the twenty-four ABL Loans (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except only to the extent that such collateral security constitutes resulting in a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreementcorresponding permanent commitment reduction), (4E) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to increases the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior DebtApplicable Margin” or any similar term (as defined in the ABL Credit Agreement) or similar terms thereunder by more than 2.5% (other than as a result of accrual of interest at the default rate), (F) adds an additional covenant or event of default or makes any documents covenant or agreements evidencing event of default in the Junior FinancingABL Loan Documents materially more restrictive or burdensome prior to the Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each casecase under this clause (F), except for other than covenants and events of default solely relating to the ObligationsBorrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the ABL/Term Loan Intercreditor Agreement) or (G) changes or modifies Section 8.12 of the ABL Credit Agreement as it relates to the Loan Documents, clause (e) of the definition of “Permitted Indebtedness” (as defined in the ABL Credit Agreement) or other provisions that relate to the Term Loan Facility Documents (and related obligationsas defined in the ABL Credit Agreement), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall it permit any Restricted Subsidiary to, amendAmend, modify or waive any of its a Loan Party’s rights under (ia) its Organization Documents, (ii) the Sponsor Management Agreement, or (iiib) any Material Contract or Material Indebtedness (other than as a result on account of a Permitted Refinancing thereof)any refinancing thereof otherwise permitted hereunder) other than the ABL Loan Documents in accordance with the Intercreditor Agreement, in each case to the extent that such amendment, modification or waiver would either (A) be reasonably likely to have a Material Adverse Effect. The Loan Parties shall not amend or modify (y) the ABL Loan Documents or any documents executed in connection therewith, (B) except with respect to the Term Loan Facility and or waive any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Loan Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing)’ rights thereunder, in each case, except for as permitted by the ObligationsIntercreditor Agreement or (z) the definition of “Availability”, “Excess Availability”, “Borrowing Base”, “Cost”, “Credit Card Advance Rate”, “Eligible Credit Card Receivables”, “Eligible Inventory”, “Eligible In-Transit Inventory”, “Eligible Trade Receivables”, “Trade Receivables Advance Rate”, “Appraisal Percentage”, “Appraised Value”, “Inventory Advance Rate”, “Availability Reserves”, “Overadvance” or “Permitted Overadvance” under the Term Loan Facility ABL Credit Agreement or any other component definition thereof, in each case of this clause (and related obligationsz), if such change (1) would result in an increase in the Senior Notes and any Permitted Refinancings thereofamount permitted to be borrowed under the ABL Credit Agreement or (2) reduce the minimum amount of Excess Availability (as defined in the ABL Credit Agreement as in effect on the date hereof) that is required to be maintained in Section 7.17 of the ABL Credit Agreement as in effect on the date hereof, in each case, without the consent of the Required Lenders hereunder.

Amendment of Material Documents. (a) The Lead Borrower will notAmend, nor modify or waive (i) any term, provision or condition of aany Loan Party’s rights under (a) its Organization Documents in a manner materially adverse to the Credit Parties, or (b) other than with respect to the Term Documents or the Term Obligations (as to which clause (c) below shall it permit any Restricted Subsidiary toapply), amend, modify or waive any of its rights term, provision or condition under (i) its Organization Documents, (ii) the Sponsor Management Agreement, any Material Contract or (iii) any Material Indebtedness (other than as a result on account of a Permitted any refinancing thereof otherwise permitted hereunderPermitted Refinancing Indebtedness in respect thereof), in each case of clauses (a) and (b) to the extent that such amendment, modification or waiver would either (A) be reasonably likely to have a Material Adverse Effect, or (Bii) except with any provisionc) amend, modify or waive any term, provision or condition of any Term Document or agreement in respect of any refinancing of any Indebtedness under any Term Document, to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any extent that such amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or would (C) with respect to clause (iii) only, (1i) shorten the maturity date of any Material the Term Obligations or such refinancing Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2ii) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required scheduled principal payment, or (iii) not be permitted under the result of which would be to require principal payments on account thereof in excess Intercreditor Agreement absent the consent of the amounts previously required over Administrative Agent; or (d) amend, modify or waive any term, provision or condition of the twenty-four (24) months following such amendmentEmployee Stock Plan without the written consent of the Administrative Agent, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and foregoing shall not permit any be deemed to restrict the ability of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term the Board (as defined in any documents or agreements evidencing the Junior Financing), Employee Stock Plan) to determine additional Eligible Persons (as defined in each case, except for the Obligations, Employee Stock Plan) in accordance with the Term Loan Facility (and related obligations), terms of the Senior Notes and any Permitted Refinancings thereof.Employee Stock Plan.21

Amendment of Material Documents. (a) The Lead Borrower will notNo Loan Party shall, nor shall it permit any Restricted Subsidiary of its Material Subsidiaries to, amend, modify modify, supplement or waive any of its rights under (i) its Organization Documentscertificate of formation, (ii) the Sponsor Management Agreementlimited liability company agreement, certificate of incorporation, by-laws or (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof)organizational documents, in each case in any manner that would reasonably be expected to the extent that such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower No Loan Party shall, nor shall not, and shall not it permit any of its Restricted Material Subsidiaries to, designate enter into any Indebtedness amendment, waiver or other modification of any of the Trust Preferred Securities Notes or any indenture or other agreement governing the Trust Preferred Securities Notes, or of any document evidencing or otherwise governing any Material Debt (i) if the effect of such amendment, waiver or other modification is to increase the interest rate on such Debt, increase the amount of principal due on any date, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate or make less onerous any such event or default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, or change any collateral therefor (other than to release such collateral) or (ii) if the effect of such amendment or change, together with all other amendments or changes made, is to increase in any material respect the obligations of the obligor thereunder or to confer any additional rights on the holders of such Debt (or related a trustee or other representative on their behalf). (c) No Loan Party shall, nor shall it permit any of its Material Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest obligationson any Subordinated Debt, except: (i) payments (other than optional or voluntary prepayments) as “Designated Senior and when due in respect of such Subordinated Debt but only to the extent, if any, permitted by the subordination terms, subordination agreement or intercreditor agreement (or equivalent agreement otherwise named) applicable to such Subordinated Debt” or any similar term ; and (as defined in any documents or agreements evidencing ii) refinancings of such Subordinated Debt with the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereofproceeds of other Subordinated Debt.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall will it permit any Restricted Subsidiary to, to amend, modify or waive any of (a) the provisions of its rights under (i) its Organization Documentscertificate of incorporation, by-laws or other organizational documents in a manner materially adverse to the Lenders, except to the extent provided by Section 6.03, (iib) the Sponsor Management terms of the document governing any Replacement ABL Loan DocumentsFacility or the Supplemental Letter of Credit Loan Documents; provided that with respect to any such Indebtedness, the Borrower and the Restricted Subsidiaries shall have the right to amend, modify or waive terms to the extent not prohibited by the Intercreditor Agreement, (c) the terms of any Subordinated Indebtedness, or (iiid) any Material other Indebtedness (other than as a result of a Permitted Refinancing thereof), in each case for borrowed money to the extent constituting Material Indebtedness, or (e) any preferred stock (including, without limitation, the Series A Preferred Stock); provided that with respect to any such Material Indebtedness or any preferred stock, the Borrower and the Restricted Subsidiaries shall have the right to amend, modify or waive terms if such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be is not materially adverse to the interests of the Credit Parties Lenders (it being understood that, with respect to clause (ii), and agreed that any amendment, modification or waiver which directly to Material Indebtedness or indirectly increase preferred stock that was, when incurred, required to satisfy the obligation Required Conditions hereunder that results in the maturity date, any scheduled amortization payments, mandatory redemptions or sinking fund obligations or mandatory prepayments (including cash flow sweeps) on or prior to the date that is 91 days after the Maturity Date (other than, in the case of HoldingsIndebtedness, customary offers to purchase upon a change of control, asset sale or event of loss, customary acceleration rights after an event of default and payments required to prevent any such Indebtedness from being treated as an “applicable high yield discount obligation” with the Lead Borrower meaning of Section 163(i) of the Code, or any successor provision thereto or, in the case of its Affiliates to make any payments thereunder preferred stock, redemption rights in connection with a fundamental change and similar provisions) shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1Lenders), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower will notNo Loan Party will, nor shall will it permit any of its Restricted Subsidiary Subsidiaries to, amend, modify or waive any of its rights under (a) any 2010 Note Document or any Replacement Note Document or (b) (i) its Organization Documentscertificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents or (ii) without the Sponsor Management Agreementconsent of the Administrative Agent (or the Required Lenders in the case of amendments or modifications of the 2010 Earnout, the 2014 Earnout, or (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing the 2014 Acquisition Note that would increase the amount thereof or accelerate the payment schedule thereof), the 2010 APA, the 2014 SPA or the 2014 Acquisition Note, in each case in this subsection (b) to the extent that any such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests Lenders; provided that, notwithstanding the foregoing, (x) extending the maturity date of the Credit Parties 2014 Acquisition Note and (it being understood thaty) agreeing to pay interest not to exceed 8% per annum of the principal amount of the 2014 Acquisition Note, in each case shall be deemed not to be materially adverse to the Lenders or to otherwise require the consent of the Required Lenders; provided, further, that solely with respect to clause (iiy), any amendment, modification or waiver which directly or indirectly increase without the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests consent of the Credit PartiesAdministrative Agent, no such interest payments shall begin accruing until the earlier of (A) September 30, 2014 or (CB) with respect to clause (iii) only, (1) shorten such earlier date that Cott Ventures Limited amends the 2014 Acquisition Note or obtains a waiver extending the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing)2014 Acquisition Note, in each case, except for the Obligations, the Term Loan Facility case under this clause (and related obligationsB), only as a result of Cott Ventures Limited’s inability to satisfy the Senior Notes and any Permitted Refinancings thereofrequirements to repay the 2014 Acquisition Note on its maturity date in accordance with Section 6.09(b)(xii).”.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall will it permit any Restricted Subsidiary to, amend, restate, modify or waive any of its rights under (ia) its Organization Documentscertificate of incorporation, by-laws or other organizational documents, and (iib) the Sponsor Management Agreement, or (iiii) any Material Indebtedness Agreement (other than as a result of a Permitted Refinancing thereofany ABL Loan Document and the Junior Loan Documents), Spin-Off Documentation or other agreements (including joint venture agreements), in each case to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that such the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effectof any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereofas applicable, be materially that is adverse to the interests Lenders), (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the Credit Parties (it being understood thatsale, with respect to clause (ii)transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit PartiesTerm Priority Collateral) or (C) with respect to clause (iii) only, (1) shorten the maturity date of changes any Material Indebtedness to mandatory prepayment provisions in a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or manner that would increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess mandatory prepayment of the amounts previously required over the twenty-four ABL Loans (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except only to the extent that such collateral security constitutes resulting in a Permitted Encumbrance and is granted subject to corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an intercreditor agreement on terms substantially similar to those contained additional covenant or event of default or makes any covenant or event of default in the Intercreditor AgreementABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), (4) without duplication of any collateral security granted in each case under this clause (3) abovez), grant any other collateral therefor except than covenants and events of default solely relating to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term Borrowing Base (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligationsABL Credit Agreement), the Senior Notes and ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Permitted Refinancings thereofOffshore Facilities Refinancing (as defined in the ABL/Term Loan Intercreditor Agreement) or (iii) any Junior Loan Document in a manner that is inconsistent with the Term Intercreditor Agreement.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall will it permit any Restricted Subsidiary to, to amend, modify or waive any of (a) the provisions of its rights under (i) its Organization Documentscertificate of incorporation, by-laws or other organizational documents in a manner materially adverse to the Lenders, except to the extent provided by Section 6.03, (iib) the Sponsor Management terms of the ABL Loan Documents or the Supplemental Letter of Credit Loan Documents; provided that with respect to any such Indebtedness, the Borrower and the Restricted Subsidiaries shall have the right to amend, modify or waive terms to the extent not prohibited by the Intercreditor Agreement, (c) the terms of any Subordinated Indebtedness, or (iiid) any Material other Indebtedness (other than as a result of a Permitted Refinancing thereof), in each case for borrowed money to the extent constituting Material Indebtedness, or (e) any preferred stock (including, without limitation, the Series A Preferred Stock); provided that with respect to any such Indebtedness or any preferred stock, the Borrower and the Restricted Subsidiaries shall have the right to amend, modify or waive terms if such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be is not materially adverse to the interests of the Credit Parties Lenders (it being understood that, with respect to clause (ii), and agreed that any amendment, modification or waiver which directly to Material Indebtedness or indirectly increase preferred stock that was, when incurred, required to satisfy the obligation Required Conditions hereunder that results in the maturity date, any scheduled amortization payments, mandatory redemptions or sinking fund obligations or mandatory prepayments (including cash flow sweeps) on or prior to the date that is 91 days after the Maturity Date (other than, in the case of HoldingsIndebtedness, customary offers to purchase upon a change of control, asset sale or event of loss, customary acceleration rights after an event of default and payments required to prevent any such Indebtedness from being treated as an “applicable high yield discount obligation” with the Lead Borrower meaning of Section 163(i) of the Code, or any successor provision thereto or, in the case of its Affiliates to make any payments thereunder preferred stock, redemption rights in connection with a fundamental change and similar provisions) shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1Lenders), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall will it permit any Restricted Subsidiary to, amend, modify or waive any Second Priority Collateral Document or any of its rights under thereunder without the consent of the Collateral Agent and the Borrowing Base Agent, other than modifications to such agreements in connection with (i) its Organization Documentsthe joinder of additional Subsidiary Loan Parties effected by the execution of supplements to such agreements, (ii) the Sponsor Management inclusion of (A) additional Second Priority Debt permitted pursuant to Section 6.01(a)(vii) constituting Secured Obligations (as defined in the Second Priority Subsidiary Security Agreement), (B) Additional Senior Debt Obligations under such agreements or (C) amendments to effect the transactions contemplated by the 2009 Amendment and Restatement Agreement and taking place on the 2009 Restatement Effective Date and (iii) amendments required to permit the security arrangements relating to Permitted Split-Priority Term Loan Debt (including the priority of Liens securing obligations with respect to Split-Priority Term Loan Debt) that are not adverse to the Senior Secured Parties. The Borrower will not, nor will it permit any Material Indebtedness (other than as a result Subsidiary to, amend, modify or waive any instrument governing the 2017 9.5% Senior Notes, any Additional Senior Debt Obligations or any related security documents, or any of a Permitted Refinancing thereof)its rights under any of the foregoing, in each case to without the extent consent of the Collateral Agent and the Borrowing Base Agent, other than amendments, modifications and waivers that such amendment, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility are not material and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood thatLenders or amendments or other modifications to implement any Refinancing Indebtedness and Split-Priority Implementing Agreements, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor each case otherwise permitted by this Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary party to the Intercompany Inventory Purchase Agreement to, designate any Indebtedness (amend, terminate, or related interest obligations) as “Designated Senior Debt” or any similar term (as defined otherwise modify the Intercompany Inventory Purchase Agreement in any documents manner materially adverse to the Lenders or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), their interests under the Senior Notes and any Permitted Refinancings thereofLoan Documents without the prior written approval of the Collateral Agent; provided, however, that the foregoing shall not limit the Borrower’s responsibilities pursuant to Section 3.2 of the Intercompany Inventory Purchase Agreement.

Amendment of Material Documents. (a) The Lead Borrower Company will not, nor shall will it permit any Restricted Subsidiary to, amend, modify or waive any of (a) the provisions of its certificate of incorporation, by-laws or other organizational documents in a manner materially adverse to the Lenders (b) its rights and obligations under other Material Contracts in a manner materially adverse to the Lenders, (c) the terms of the Company's 9?% Senior Quarterly Interest Bonds due 2039 and any refinancings or replacements of any of the foregoing in a manner materially adverse to the Lenders, or (d) the terms of the Junior Secured Facilities or the Convertible Notes and any refinancings or replacements of any of the foregoing, in the case of all of the foregoing, (i) its Organization Documentsto increase the "Applicable Margin" or similar component of the interest rate applicable thereto by more than two percent (2%) per annum in the aggregate (excluding increases resulting from (A) increases in the underlying reference rates, (B) increases required under the credit agreement evidencing the Bridge Financing Facility as in effect on the date hereof, (C) the accrual of interest at the default rate and (D) in the case of any Senior Notes, the issuance thereof at market rates in effect on the date of issuance); or (ii) shorten the Sponsor Management Agreement, scheduled maturity date of the Junior Secured Facilities or the Convertible Notes other than as the result of an acceleration after the occurrence of an event of default thereunder; or (iii) any Material Indebtedness (increase the principal amount of the Junior Secured Facilities or the Convertible Notes other than as a result by the amount of a Permitted Refinancing any accrued and unpaid interest, any premium or other amount paid in respect thereof), and fees and expenses incurred in each case to the extent that connection with such amendment, restatement, supplement, replacement, refinancing, extension, consolidation, restructuring or modification thereof; or waiver would either (Aiv) reasonably likely have change the prepayment, redemption or defeasance provisions thereof in a Material Adverse Effect, manner adverse to any Loan Party; or (Bv) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be is otherwise materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereofLenders. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall will it permit any Restricted Subsidiary to, amend, restate, modify or waive any of its rights under (ia) its Organization Documentscertificate of incorporation, by-laws or other organizational documents, and (iib) the Sponsor Management Agreement, or (iiii) any Material Indebtedness Agreement (other than as a result of a Permitted Refinancing thereofany ABL Loan Document and the Junior Loan Documents), Spin-Off Documentation or other agreements (including joint venture agreements), in each case to the extent that such amendment, restatement, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially is adverse to the interests Lenders in any material respect, (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the Credit Parties (it being understood thatsale, with respect to clause (ii)transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit PartiesTerm Priority Collateral) or (C) with respect to clause (iii) only, (1) shorten the maturity date of changes any Material Indebtedness to mandatory prepayment provisions in a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or manner that would increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess mandatory prepayment of the amounts previously required over the twenty-four ABL Loans (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except only to the extent that such collateral security constitutes resulting in a Permitted Encumbrance and is granted subject to corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more NAI-1506616474v8 than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an intercreditor agreement on terms substantially similar to those contained additional covenant or event of default or makes any covenant or event of default in the Intercreditor AgreementABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), (4) without duplication of any collateral security granted in each case under this clause (3) abovez), grant any other collateral therefor except than covenants and events of default solely relating to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term Borrowing Base (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligationsABL Credit Agreement), the Senior Notes and ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Permitted Refinancings thereofOffshore Facilities Refinancing (as defined in the ABL/Term Loan Intercreditor Agreement) or (iii) any Junior Loan Document in a manner that is inconsistent with the Term Intercreditor Agreement.

Amendment of Material Documents. (a) The Lead In the case of the Borrower will notor any Subsidiary Guarantor, nor modify or restate its name unless the Administrative Agent receives notice of such change promptly, but in any event within thirty (30) days’ after such change is effected, or reincorporate or reorganize under the laws of any jurisdiction, and the Borrower shall it permit any Restricted Subsidiary todeliver to the Administrative Agent Uniform Commercial Code financing statements and other Collateral Documents as shall be required by the Administrative Agent in its Permitted Discretion to continue, amendcreate, perfect and protect, as the case may be, a Lien in favor of the Administrative Agent in all of the properties of such Person which constitute Collateral, together with such legal opinions confirming perfection, certificates and other documents as the Administrative Agent shall require in its Permitted Discretion. (b) Amend, supplement modify or waive any of its rights under (i) its Organization Organizational Documents, (ii) the Sponsor Management Agreement, or (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof)immaterial amendments, in each case modifications or waivers that could not reasonably be expected to adversely affect the Administrative Agent or the Lenders; provided that the Borrower shall deliver or cause to be delivered to the extent that Administrative Agent and each Lender a copy of each such amendment, modification or waiver promptly after the execution and delivery thereof. (c) Amend, modify, supplement, restate, replace, waive or otherwise change, or permit the amendment, modification, supplement, restatement, replacement, waiver or change to or of, any of the terms, covenants, conditions or other provisions of any of the Specified Subordinated Documents, if any such amendment, modification, supplement, restatement, replacement, waiver or change would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties Administrative Agent or the Lenders. (it being understood thatFor the avoidance of doubt, with respect to clause (ii), A) any amendment, modification modification, supplement, restatement, replacement, waiver or waiver which directly change to or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates the terms, covenants, conditions or other provisions of any of the Specified Subordinated Documents that (i) increases the principal amount of the Specified Subordinated Debt thereunder, (ii) increases the interest rate in respect of the Specified Subordinated Debt thereunder, (iii) shortens the maturity in respect of the Specified Subordinated Debt thereunder or (iv) imposes additional fees or otherwise increases the fees otherwise required thereunder, in each case shall require the prior written consent of the Required Lenders; and (B) any amendment, modification, supplement, restatement, replacement, waiver or change to make or of any payments of the terms, covenants, conditions or other provisions of any of the Specified Subordinated Documents that extends the maturity of any of the Specified Subordinated Debt thereunder shall not be deemed materially adverse to the interests of the Credit Parties) Administrative Agent or (C) with respect to clause (iii) only, (1) shorten the maturity date Lenders and shall not require the prior written consent of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over Lenders). (d) Amend, modify, supplement, restate, replace, waive or otherwise change, or permit the twenty-four (24) months following amendment, modification, supplement, restatement, replacement, waiver or change to or of, any of the terms, covenants, conditions or other provisions of the Main Street Acquisition Agreement, if any such amendment, modification modification, supplement, restatement, replacement, waiver or waiver, (3) grant change would be adverse in any collateral security therefor on the ABL Priority Collateral, except material respects to the extent that such collateral security constitutes a Permitted Encumbrance interests of the Administrative Agent and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereofLenders. (be) The Lead Borrower shall notAmend, and shall not modify, supplement, restate, replace, waive or otherwise change, or permit the amendment, modification, supplement, restatement, replacement, waiver or change to or of, any of its Restricted Subsidiaries tothe terms, designate any Indebtedness (covenants, conditions or related interest obligations) as “Designated Senior Debt” other provisions of the Asset Purchase Agreement or any similar term the Transition Services Agreement (as such term is defined in any documents or agreements evidencing the Junior FinancingAsset Purchase Agreement), if any such amendment, modification, supplement, restatement, replacement, waiver or change would be adverse in each case, except for any material respects to the Obligations, interests of the Term Loan Facility (Administrative Agent and related obligations), the Senior Notes and any Permitted Refinancings thereofLenders.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall will it permit any Restricted Subsidiary to, amend, restate, modify or waive any of its rights under (ia) its Organization Documentscertificate of incorporation, by-laws or other organizational documents, and (iib) the Sponsor Management Agreement, or (iiii) any Material Indebtedness Agreement (other than as a result of a Permitted Refinancing thereofany ABL Loan Document) or other agreements (including joint venture agreements), in each case to the extent that such amendment, restatement, modification or waiver would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially is adverse to the interests Lenders in any material respect, (ii) any employment agreement or arrangement with any member of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase senior management of the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to Subsidiary, unless approved in writing by the interests of the Credit Parties) or (C) with respect to clause Required Lenders exercising their reasonable discretion, (iii) onlyany ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (1x) shorten adds any mandatory prepayment provisions (only to the maturity date extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any Material Indebtedness to casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or manner that would increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess mandatory prepayment of the amounts previously required over the twenty-four ABL Loans (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except only to the extent that such collateral security constitutes resulting in a Permitted Encumbrance and is granted subject to corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an intercreditor agreement on terms substantially similar to those contained additional covenant or event of default or makes any covenant or event of default in the Intercreditor AgreementABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), (4) without duplication of any collateral security granted in each case under this clause (3) abovez), grant any other collateral therefor except than covenants and events of default solely relating to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term Borrowing Base (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligationsABL Credit Agreement), the Senior Notes and ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Permitted Refinancings thereofOffshore Facilities Refinancing (as defined in the ABL/Term Loan Intercreditor Agreement).

Amendment of Material Documents. (a) The Lead Borrower No Loan Party will not, nor shall it permit any Restricted Subsidiary to, amend, modify or waive any of its rights under (ia) its Organization Documents, (iib) the Sponsor Management AgreementAdvisory Agreements, or (iiic) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof), in each case to the extent that such amendment, modification or waiver would either (A1) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) Effect or (C2) with respect to clause clauses (iiib) and (c) only, (1i) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) 91 days after the then Latest Maturity Date, (2ii) except as provided in clause (1i), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) 24 months following such amendment, modification or waiver, (3iii) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4iv) without duplication of any collateral security granted under clause (3iii) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5v) modify the subordination provisions thereofthereof or (vi) be otherwise materially adverse to the interests of the Credit Parties. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” (as defined in each of the Senior Subordinated Notes Indenture and the Subordinated Discount Notes Indenture) or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower will notNone of the Obligors will, nor shall it will they permit any Restricted Subsidiary to, amend, restate, modify or waive any of its rights under (a) (i) its Organization certificate of incorporation, by-laws or other organizational documents and/or (ii) any Material Agreement, Spin-Off Documentation or other agreements (including joint venture agreements) other than the Term Loan Documents, in each case to the extent such amendment, restatement, modification or waiver is adverse to Agent or Lenders in any material respect (it being agreed that the addition or removal of Obligors from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders) or (b) the Term Loan Documents to the extent such amendment, restatement, modification or waiver (i) results in a maturity date earlier than 91 days following the Latest Maturity Date then in effect with respect to the Obligations, (ii) results in a decreased weighted average life of the Sponsor Management Agreement, or (iii) any Material Indebtedness Term Loan Debt (other than as a result of an amendment solely to the final maturity date permitted by clause (i) above), (iii) adds any mandatory prepayment provision or changes any mandatory prepayment provision in a Permitted Refinancing thereofmanner that would increase the amount of any mandatory prepayment of the Term Loan Debt, (iv) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate), or (v) adds an additional covenant or event of default or makes any covenant or event of default in any Term Loan Document materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenant or event of default), in each case to the extent that such amendment, modification or waiver would either under this clause (Av) reasonably likely have a Material Adverse Effect, (B) except with respect other than covenants and events of default solely relating to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.

Amendment of Material Documents. (a) The Lead Borrower will notNone of the Obligors will, nor shall it will they permit any Restricted Subsidiary to, amend, restate, modify or waive any of its rights under (a) (i) its Organization certificate of incorporation, by-laws or other organizational documents, and/or (ii) any Material Agreement, Spin-Off Documentation or other agreements (including joint venture agreements) other than the Term Loan Documents, in each case to the extent such amendment, restatement, modification or waiver is adverse to Agent or Lenders in any material respect (it being agreed that the addition or removal of Obligors from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders), (b) the First Lien Term Loan Documents to the extent such amendment, restatement, modification or waiver (i) results in a maturity date earlier than 91 days following the Latest Maturity Date then in effect with respect to the Obligations, (ii) results in a decreased weighted average life of the Sponsor Management Agreement, or (iii) any Material Indebtedness First Lien Term Loan Debt (other than as a result of an amendment solely to the final maturity date permitted by clause (i) above), (iii) adds any mandatory prepayment provision or changes any mandatory prepayment provision in a Permitted Refinancing thereofmanner that would increase the amount of any mandatory prepayment of the First Loan Term Loan Debt (provided, however, that this clause (iii) shall not restrict the modification to the definition of “ECF Percentage” effected by the First Lien Term Loan Agreement Fourth Amendment and the First Lien Term Loan Agreement Sixth Amendment), (iv) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate), or (v) adds an additional covenant or event of default or makes any covenant or event of default in any First Lien Term Loan Document materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenant or event of default), in each case under this clause (v) other than covenants and events of default solely relating to the Term Priority Collateral or (c, (c) the Second Lien Term Loan Documents to the extent that such amendment, restatement, modification or waiver would either (Ai) reasonably likely have results in a Material Adverse Effect, (B) except maturity date earlier than 91 days following the Latest Maturity Date then in effect with respect to the Term Loan Facility and any Permitted Refinancing thereof, be materially adverse to the interests of the Credit Parties (it being understood that, with respect to clause (ii), any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any Material Indebtedness to a date which is prior to ninety-one (91) days after the then Latest Maturity Date, (2) except as provided in clause (1), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Priority Collateral, except to the extent that such collateral security constitutes a Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof. (b) The Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any documents or agreements evidencing the Junior Financing), in each case, except for the Obligations, the Term Loan Facility (and related obligations), the Senior Notes and any Permitted Refinancings thereof.,