Common use of Amendments of or Waivers with Respect to Restricted Debt Clause in Contracts

Amendments of or Waivers with Respect to Restricted Debt. The Borrowers shall not, nor shall they permit any of their respective Restricted Subsidiaries to, amend or otherwise modify the terms of any Junior Indebtedness (or the documentation governing any Junior Indebtedness) (a) if the effect of such amendment or modification, together with all other amendments or modifications made thereto, is materially adverse to the interests of the Lenders (in their capacities as such), (b) in violation of any intercreditor agreement related to such debt entered into with the Administrative Agent or the subordination terms set forth in the definitive documentation governing any Junior Indebtedness or (c) to add any financial maintenance covenant unless the Parent Borrower has provided written notice thereof to the Administrative Agent and has offered to make (and, at the request of the Administrative Agent, has made) a corresponding addition for the benefit of all Classes of Loans remaining outstanding (subject to customary “cushions” in favor of the Loans); provided that, for purposes of clarity, it is understood and agreed that the foregoing limitation shall not otherwise prohibit any Refinancing Indebtedness or any other replacement, refinancing, amendment, supplement, modification, extension, renewal, restatement or refunding of any Junior Indebtedness, in each case, that is permitted under the Loan Documents in respect thereof.

Amendments of or Waivers with Respect to Restricted Debt. The Borrowers Parent shall not, nor shall they it permit any of their respective its Restricted Subsidiaries to, amend or otherwise modify (a) the subordination terms of any Junior Indebtedness Restricted Debt (or the subordination terms set forth in the documentation governing any Junior Indebtedness) (aRestricted Debt) if the effect of such amendment or modification, together with all other amendments or modifications made theretomade, is materially adverse to the interests of the Lenders (in their capacities as such), ) or (b) the terms of any Restricted Debt in violation of any applicable intercreditor agreement related to such debt entered into with the Administrative Agent or the subordination terms set forth in the definitive documentation governing any Junior Indebtedness or (c) to add any financial maintenance covenant unless the Parent Borrower has provided written notice thereof to the Administrative Agent and has offered to make (and, at the request of the Administrative Agent, has made) a corresponding addition for the benefit of all Classes of Loans remaining outstanding (subject to customary “cushions” in favor of the Loans)Restricted Debt; provided that, for purposes of clarity, it is understood and agreed that the foregoing limitation shall not otherwise prohibit any Refinancing Indebtedness or any other replacement, refinancing, amendment, supplement, modification, extension, renewal, restatement or refunding of any Junior IndebtednessRestricted Debt, in each case, that is permitted under the Loan Documents this Agreement in respect thereofthereof (including to the extent that such Indebtedness would be permitted to be incurred under this Agreement at the time of such replacement, refinancing, amendment, supplement, modification, extension, renewal, restatement or refunding, after giving effect thereto).

Amendments of or Waivers with Respect to Restricted Debt. The Borrowers shall not, nor shall they permit any of their respective Restricted Subsidiaries to, amend or otherwise modify the terms of any Junior Indebtedness (or the documentation governing any Junior Indebtedness) (a) if the effect of such amendment or modification, together with all other amendments or modifications made thereto, is materially adverse to the interests of the Lenders (in their capacities as such), (b) in violation of any intercreditor agreement related to such debt entered into with the Administrative Agent or the subordination terms set forth in the definitive documentation governing any Junior Indebtedness or (c) to add any financial maintenance covenant unless the Parent Borrower has provided written notice thereof to the Administrative Agent and has offered to make (and, at the request of the Administrative Agent, has made) a corresponding addition for the benefit of all Classes of Loans remaining outstanding (subject to customary “cushions” in favor of the Loans); provided that, for purposes of clarity, it is understood and agreed that the foregoing limitation shall not otherwise prohibit any Refinancing Indebtedness or any other replacement, refinancing, amendment, supplement, modification, extension, renewal, restatement or refunding of any Junior Indebtedness, in each case, that is permitted under the Loan Documents in respect thereof.. 171

Amendments of or Waivers with Respect to Restricted Debt. The Borrowers Lead Borrower shall not, nor shall they it permit any of their respective its Restricted Subsidiaries to, amend or otherwise modify (a) the terms of any Junior Indebtedness Restricted Debt (or the documentation governing any Junior Indebtedness) (a) if the effect of such amendment or modification, together with all other amendments or modifications made thereto, is materially adverse to the interests of the Lenders (in their capacities as such), (bRestricted Debt) in violation of any intercreditor agreement Acceptable Intercreditor Agreement related to such debt entered into with the Administrative Agent or the subordination terms set forth in the definitive documentation governing any Junior Indebtedness Restricted Debt or (cb) the Note Financing Documents or the terms of the Convertible Notes (i) if the effect of such amendment or modification, together with all other amendments or modifications made thereto, is to add any financial maintenance covenant unless shorten the Parent Borrower has provided written notice thereof maturity date of the Convertible Notes to a date that is on or prior to 181 days following the Latest Revolving Credit Maturity Date, or (ii) except to the Administrative Agent and has offered extent any such amendment could not reasonably be expected to make (and, at the request of the Administrative Agent, has made) have a corresponding addition for the benefit of all Classes of Loans remaining outstanding (subject to customary “cushions” in favor of the Loans)Material Adverse Effect; provided that, for purposes of clarity, it is understood and agreed that the foregoing limitation limitations shall not otherwise prohibit any Refinancing Indebtedness or any other replacement, refinancing, amendment, supplement, modification, extension, renewal, restatement or refunding of any Junior IndebtednessRestricted Debt, in each case, that is permitted under the Loan Documents in respect thereof.

Amendments of or Waivers with Respect to Restricted Debt. The Borrowers Borrower shall not, nor shall they it permit any of their respective its Restricted Subsidiaries to, amend or otherwise modify (a) the subordination terms of any Junior Indebtedness Restricted Debt (or the subordination terms set forth in the documentation governing any Junior Indebtedness) (aRestricted Debt) if the effect of such amendment or modification, together with all other amendments or modifications made theretomade, is materially adverse to the interests of the Lenders (in their capacities as such), ) or (b) the terms of any Restricted Debt in violation of any intercreditor agreement related to such debt entered into with the Administrative Agent Intercreditor Agreement or the subordination terms set forth in the definitive documentation governing any Junior Indebtedness or (c) to add any financial maintenance covenant unless the Parent Borrower has provided written notice thereof to the Administrative Agent and has offered to make (and, at the request of the Administrative Agent, has made) a corresponding addition for the benefit of all Classes of Loans remaining outstanding (subject to customary “cushions” in favor of the Loans)Restricted Debt; provided that, for purposes of clarity, it is understood and agreed that the foregoing limitation shall not otherwise prohibit any Refinancing Indebtedness or any other replacement, refinancing, amendment, supplement, modification, extension, renewal, restatement or refunding of any Junior IndebtednessRestricted Debt, in each case, that is permitted under the Loan Documents this Agreement in respect thereofthereof (including to the extent that such Indebtedness would be permitted to be incurred under this Agreement at the time of such replacement, refinancing, amendment, supplement, modification, extension, renewal, restatement or refunding, after giving effect thereto).