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.

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).

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall will it permit any Restricted Subsidiary to, amend, modify or waive any provision of its rights under (i) its Organization Documents, (ii) the Sponsor Management Agreement, Senior Note Documents or (iii) any Material Indebtedness (other than as a result Subordinated Debt Documents if the effect of a Permitted Refinancing thereof), in each case to the extent that such amendment, modification or waiver would either is to (Ai) reasonably likely have a Material Adverse Effect, (B) except increase the rate of interest payable with respect to the Term Loan Facility and Senior Notes or such Subordinated Debt, as applicable, (ii) change the dates upon which payments of principal or interest are due on the Senior Notes or such Subordinated Debt, as applicable, other than to extend such dates, (iii) change any Permitted Refinancing thereof, be materially adverse default or event of default other than to the interests delete or make less restrictive any default or event of the Credit Parties (it being understood that, default provision therein with respect to clause the Senior Notes or such Subordinated Debt, as applicable, (ii)iv) change the redemption or prepayment provisions of the Senior Notes or such Subordinated Debt, as applicable, other than to extend the dates therefor or to reduce the premiums payable in connection therewith, (v) grant any amendmentsecurity or collateral to secure payment of the Senior Notes or such Subordinated Debt, modification as applicable, or waiver which directly (vi) change or indirectly amend any other term, if such change or amendment would (x) materially increase the obligation obligations of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to Subsidiary party thereto thereunder, (y) confer additional material rights on the interests holder of the Credit Parties) Senior Notes or such Subordinated Debt, as applicable, or (Cz) with respect result in such Subordinated Debt being subject to clause a term or condition that would not be permitted (iiiunder the definition of the term “Subordinated Debt”) only, (1) shorten if such Subordinated Debt were being issued on 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.

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 thereofrequirement 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.

Amendment of Material Documents. (a) The Lead Borrower will not, nor shall and it will not permit any Restricted Subsidiary to, (i) amend, modify or waive any of its rights under (iA) its Organization Documentscertificate of incorporation, by-laws or other organizational documents or (iiB) the Sponsor Management Agreement, or (iii) any Material Indebtedness (other than as a result of a Permitted Refinancing thereof)Spin-Off Agreements, in each case in any manner that would be reasonably likely to the extent that such amendmentresult in a Material Adverse Effect or (ii) amend, modification modify or waiver would either waive any of its rights under any Subordinated Indebtedness if (A) reasonably likely have a Material Adverse Effectthe effect of such amendment or change is to increase the interest rate on such Subordinated Indebtedness, 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 any such event of default or to increase any grace period with respect thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof) or change any collateral therefor (other than to release such collateral) or (B) except the effect of such amendment or change, together with respect all other amendments or changes made, is to increase materially the Term Loan Facility and obligations of the obligor thereunder or to confer any Permitted Refinancing thereof, additional rights on the holders of such Subordinated Indebtedness (or a trustee or other representative on their behalf) that would be materially adverse to the interests Borrower or the Lenders. (b) The Borrower shall not (i) designate any Indebtedness as "Specified Senior Indebtedness" (as defined in any of the Credit Parties (it being understood that, with respect to clause Subordinated Debt Indentures) for purposes of any of the Subordinated Debt Indentures or (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 analogous designation of Indebtedness incurred under any Refinancing Indenture, in each case without the interests prior written 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. SECTION 6.12.

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 documents executed in connection therewith, or waive 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) onlyan Obligor’s rights thereunder, (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 Datein each case, (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 permitted by the Intercreditor Agreement, (4w) without duplication the Miraloma Consent, (x) the Miraloma Lease, (y) the Intercompany Loan Arrangements or (z) the definition of any collateral security granted “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 clause (3) above, grant the ABL Credit Agreement or any other collateral therefor except to component of the extent such grant Borrowing Base without the consent 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 hereunder.

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.

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 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 in excess the Maturity Date (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 asset based revolving nature of the ABL Credit Agreement, and is granted subject to an intercreditor agreement on terms substantially similar to those contained in (iii) any First Lien Term Loan Document except as otherwise permitted by the Term 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.

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 (ia) its Organization Documentsany Credit Document or Subordinated Indenture Document, (iib) any Subordinated Note Document (other than in the Sponsor Management Agreementcase of the Borrower or any Subsidiary, to make any change which would not have an adverse effect upon Lenders (in the reasonable determination of the Required Lenders, provided that if the Borrower makes a written request for a determination and the Required Lenders do not respond within five Business Days to the Borrower’s written request such determination shall be deemed to have determined that such waiver, amendment or modification would not adversely impact the Lenders)), or (iiic) in the case of the Borrower, the Restated Certificate of Incorporation or the by-laws of the Borrower or, in the case of any Material Indebtedness Subsidiary, such Subsidiary’s certificate of incorporation, by-laws or other organizational documents (other than as a result of a Permitted Refinancing thereof), in each the 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 Subsidiary, any amendment the sole effect of its Affiliates which is to change the legal name of the Borrower or such Subsidiary or to authorize additional shares of capital stock or other Equity Interests the issuance of which is permitted by this Agreement or to make any payments thereunder other change which would not have an adverse effect upon Lenders (in the reasonable determination of the Required Lenders, provided that if the Borrower makes a written request for a determination and the Required Lenders do not respond within five Business Days to the Borrower’s written request such determination shall be deemed materially adverse to have determined that such waiver, amendment or modification would not adversely impact the interests Lenders)); provided that, in the case of the Credit Parties) or (C) with respect to clause (iiia) onlyof this Section 6.11, (1) shorten the maturity date of any Material Indebtedness other than in a case 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 allow an aggregate 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.of

Amendment of Material Documents. (a) The Lead Borrower Loan Parties will not, nor shall it and will not permit any of the Restricted Subsidiary Subsidiaries to, amend, modify or waive any of its rights under (ia) any agreement relating to any Subordinated Debt, except as permitted below, (b) 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 Documents 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 or (c) the Notes Documents, except as permitted below. Notwithstanding the foregoing, amendments and modifications of the Credit Parties (it being understood that, with respect Notes Documents and agreements related 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 such Subordinated Debt 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 permitted to the extent that such collateral security constitutes amendment or modification does not (i) shorten the scheduled maturity, add amortization, accelerate the dates upon which any amortization or other mandatory prepayments or interest payments are due, or add additional redemption, put or prepayment provisions (it being understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of such Debt upon the occurrence of an event of default, asset sale or a Permitted Encumbrance and is granted subject change in control shall not be deemed to an intercreditor agreement on terms substantially similar to those contained constitute a change in the Intercreditor Agreementstated final maturity thereof), (4ii) without duplication add any Events of Default, (iii) revise any subordination or collateral security granted under clause (3) above, grant any other collateral therefor except provisions in a manner materially adverse 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 (5iv) modify collectively with all other amendments, increase materially the subordination provisions thereofobligations of the obligors thereunder or confer additional rights on the holders of such Debt which are materially adverse to the rights of the Agent or Lenders. For the avoidance of doubt, the preceding sentence shall not prohibit an amendment or modification to the Notes Documents or agreements related to Subordinated Debt entered into to effectuate a repayment or increase thereof otherwise permitted under this Agreement and the terms of which (other than those necessary to effectuate such repayment or increase) are not otherwise prohibited under clauses (i) through (iv) of the preceding sentence.

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 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 ABL/Term Loan Intercreditor Agreement, ) or (4iii) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to Junior Loan Document in a manner that is inconsistent with 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. [Reserved].

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.

Amendment of Material Documents. (a) The Lead Borrower will notwill, nor shall it will they permit any Restricted Subsidiary to, amend, modify or waive any of its rights under the following documents in any manner material and adverse to the interest of the Lenders that have not been approved by the Administrative Agent: (ia) its Organization certificate of incorporation, by-laws or other organizational documents or (b) the Asset Purchase Agreement. Borrower will not and will not permit any Restricted Subsidiaries to change or amend the terms of the Subordinated Debt Documents, if the effect of such amendment is to: (iia) increase the Sponsor Management Agreement, interest rate on the Subordinated Debt; (b) shorten the time of payments of principal or interest due under the Subordinated Debt Documents; (iiic) change any Material Indebtedness event of default or any covenant to a materially more onerous or restrictive provision; (other than as a result d) change the subordination provisions thereof (or the subordination terms of a Permitted Refinancing any guaranty thereof), ; (e) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holders of the Subordinated Debt 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 manner materially adverse to Administrative Agent or any Lender as senior creditors or the interests of the Credit Parties Lenders under this Agreement or any other Loan Document in any respect; or (it being understood that, with respect f) in any manner amend any term of any Subordinated Debt Document relating to clause (ii), the prohibition of the creation or assumption of any amendment, modification Lien upon the properties or waiver which directly or indirectly increase the obligation assets of Holdings, the Lead Borrower or any Restricted Subsidiary or relating to the prohibition of its Affiliates creation, existence or effectiveness of any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to (i) pay dividends or make any payments thereunder shall be deemed materially adverse other distribution; (ii) subject to the interests of the Credit Parties) subordination provisions, pay any Indebtedness owed to Borrower or (C) with respect to clause any Subsidiary; (iii) only, (1) shorten the maturity date of make loans or advances to Borrower or 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, Subsidiary; or (5iv) modify the subordination provisions thereoftransfer any of its property or assets to Borrower or any Subsidiary.

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 paymentmandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (E) increases the “Applicable Margin” (as defined in the ABL Credit Agreement) or similar terms thereunder by more than 2.5% (other than as a result of which would be accrual of interest at the default rate), (F) 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 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 amendmentF), 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 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, (4) without duplication of any collateral security granted under clause (3e) above, grant any of the definition of “Permitted Indebtedness” (as defined in the ABL Credit Agreement) or other collateral therefor except provisions that relate 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 Loan Documents (as defined in the Intercreditor ABL Credit Agreement, or (5) modify the subordination provisions 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, or waive any of the Loan Parties’ rights thereunder, in each case, except as permitted by the Intercreditor Agreement or (Bz) except with respect to the Term Loan Facility and 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 ABL Credit Agreement or any Permitted Refinancing other component definition thereof, be materially adverse to the interests in each case of the Credit Parties (it being understood that, with respect to this clause (iiz), 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, if such change (1) shorten would result in an increase in the maturity date of any Material Indebtedness amount permitted to a date which is prior to ninety-one (91) days after be borrowed under the then Latest Maturity Date, ABL Credit Agreement or (2) except reduce the minimum amount of Excess Availability (as provided defined in clause (1), shorten the ABL Credit Agreement as in effect on the date scheduled for any principal payment or increase the amount of any hereof) that is required principal payment, the result of which would to be to require principal payments on account thereof maintained in excess Section 7.17 of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor ABL Credit Agreement as in effect on the ABL Priority Collateraldate hereof, except to in each case, without 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 consent of 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 hereunder.

Amendment of Material Documents. (a) The Lead Borrower Loan Parties will not, nor shall it and will not permit any of the Restricted Subsidiary Subsidiaries to, amend, modify or waive any of its rights under (ia) any agreement relating to any Subordinated Debt, except as permitted below, or the Term Debt Documents that is not expressly permitted under the ABL Intercreditor Agreement, (b) 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 Documents 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 or (c) the Senior Notes Documents, except as permitted below. Notwithstanding the foregoing, amendments and modifications of the Credit Parties (it being understood that, with respect Notes Documents and agreements related 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 such Subordinated Debt 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 permitted to the extent that such collateral security constitutes amendment or modification does not (i) shorten the scheduled maturity, add amortization, accelerate the dates upon which any amortization or other mandatory prepayments or interest payments are due, or add additional redemption, put or prepayment provisions (it being understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of such Debt upon the occurrence of an event of default, asset sale or a Permitted Encumbrance and is granted subject change in control shall not be deemed to an intercreditor agreement on terms substantially similar to those contained constitute a change in the Intercreditor Agreementstated final maturity thereof), (4ii) without duplication add any Events of Default, (iii) revise any subordination or collateral security granted under clause (3) above, grant any other collateral therefor except provisions in a manner materially adverse 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 (5iv) modify collectively with all other amendments, increase materially the subordination provisions thereofobligations of the obligors thereunder or confer additional rights on the holders of such Debt which are materially adverse to the rights of the Agent or Lenders. For the avoidance of doubt, the preceding sentence shall not prohibit an amendment or modification to the Senior Notes Documents or agreements related to Subordinated Debt entered into to effectuate a repayment or increase thereof otherwise permitted under this Agreement and the terms of which (other than those necessary to effectuate such repayment or increase) are not otherwise prohibited under clauses (i) through (iv) of the preceding sentence.

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 Date2014 Acquisition Note, (2) except as provided in each case under this clause (1B), shorten the date scheduled for any principal payment or increase the amount of any required principal payment, the only as a result of which would be Cott Ventures Limited’s inability to require principal payments satisfy the requirements to repay the 2014 Acquisition Note on account thereof its maturity date 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 thereofaccordance with Section 6.09(b)(xii).”.

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.

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 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 NAI-1506616474v8 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 ABL/Term Loan Intercreditor Agreement, ) or (4iii) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to Junior Loan Document in a manner that is inconsistent with 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.

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 Indebtedness (other than as a result of a Permitted Refinancing thereof)agreement relating to any Subordinated Indebtedness, 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 (i) 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 in excess of the amounts previously required over Specified Securitization Credit 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.

Amendment of Material Documents. (a) The Lead Borrower will notNeither the Parent nor the Borrowers will, nor shall it will they permit any Restricted Subsidiary to, amend, modify or waive any of its rights under (ia) its Organization Documentscertificate of incorporation, memorandum and articles of association, by-laws or other organizational or shareholder documents, (iib) the Sponsor Management Acquisition Agreement, (c) the documents related to the Luxembourg Equity Arrangements or (iiid) any other Material Indebtedness (other than as a result of a Permitted Refinancing thereof)Indebtedness, in each case to the extent in any manner 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 Lenders. In addition, neither the Parent nor the Borrowers will, nor will they permit any Subsidiary to, amend, modify or waive the terms of the Credit Parties (it being understood that, with respect to clause (ii)Senior Unsecured Notes, any amendment, modification or waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower Permitted Second Priority Refinancing Debt or any Permitted Unsecured Refinancing Debt if the effect of its Affiliates such amendment or change is 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 weighted average life to maturity date of such Senior Unsecured Notes, Permitted Second Priority Refinancing Debt or Permitted Unsecured Refinancing Debt or change (to earlier dates) any Material Indebtedness to a date dates upon 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 payments of 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 Collateralinterest are due thereon, except to the extent that prepayment thereof is being made with the proceeds of the refinancing of such collateral security constitutes a Senior Unsecured Notes, Permitted Encumbrance and is granted subject Second Priority Refinancing Debt or Permitted Unsecured Refinancing Debt issued pursuant 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 thereofSection 6.01.

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.

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.

Amendment of Material Documents. (a) The Lead Borrower Loan Parties will not, nor shall it and will not permit any of the Restricted Subsidiary Subsidiaries to, amend, modify or waive any of its rights under (ia) any agreement relating to any Subordinated Debt except as permitted below, (b) 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 Organic Documents 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 of Lenders, (c) the Credit Parties Senior Secured Notes Documents except as permitted below, (it being understood that, with respect d) the Tax Receivables Agreements to clause (ii), the extent any 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 would be deemed materially adverse to the interests of the Credit Parties) Lenders in any material respect or (Ce) with respect the Reorganization Agreement to clause (iii) only, (1) shorten the maturity date of extent 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 waiverwaiver would be adverse to the Lenders in any material respect. Notwithstanding the foregoing, (3) grant any collateral security therefor on amendments and modifications of the ABL Priority Collateral, except Senior Secured Notes Documents and agreements related to such Subordinated Debt shall be permitted 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 amendment or modification does not (i) shorten the Intercreditor Agreementscheduled maturity, add amortization, accelerate the dates upon which any amortization or other mandatory prepayments or interest payments are due, or add additional redemption, put or prepayment provisions, (4ii) without duplication add any events of default, (iii) revise any subordination or collateral security granted under clause (3) above, grant any other collateral therefor except provisions in a manner materially adverse 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 (5iv) modify collectively with all other amendments, increase materially the subordination provisions thereof.obligations of the obligors thereunder or confer additional rights on the holders of such Debt which are materially adverse to the rights of the Agent or Lenders. For the avoidance of doubt, the preceding sentence shall not prohibit an amendment or modification to the Senior Secured Notes Documents or agreements related to Subordinated Debt entered into to effectuate a repayment or increase thereof otherwise permitted under this Agreement and the terms of which (other than those necessary to effectuate such repayment or increase) are not otherwise prohibited under clauses (i) through (iv) of the preceding sentence. 181

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 any Wireless Alliance Agreement in any material respect prior to the subordination provisions thereoftime Wireless Alliance becomes a Wholly Owned Subsidiary of the Borrower in a transaction not prohibited by this Agreement.

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 Employee Stock Plan without the written consent of the Administrative Agent, provided that the foregoing shall not be deemed to restrict the ability of the Board (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 as defined in the Intercreditor Agreement, Employee Stock Plan) to determine additional Eligible Persons (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 as defined in the Intercreditor Agreement, or (5Employee Stock Plan) modify in accordance with the subordination provisions thereof.terms of the Employee Stock Plan.21

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.

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.

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 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 ABL/Term Loan 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).

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.

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.

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 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 ABL/Term Loan Intercreditor Agreement, ) or (4iii) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to Junior Loan Document in a manner that is inconsistent with 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.

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.Obligations,