Common use of Modification of Certain Agreements Clause in Contracts

Modification of Certain Agreements. Each Credit Party will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

Modification of Certain Agreements. Each Credit Party Without the prior written consent of the Lender, each of Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries or Affiliates to, amend, modify, supplement, terminate, waive or otherwise change, or consent or agree to any amendment, modification, supplement, waiver or other modification ofchange to, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in: (a) any Organization Subordinated Debt Documents of a Credit Partyor any other documents, in each case, instruments or agreements governing any other Indebtedness (other than any such amendment, modification, supplement, waiver or modification other change for which no fee is payable to the holders of the Subordinated Debt or forbearance that could not such other Indebtedness, as applicable, and which (i) would extend the maturity or reduce the amount of any repayment, prepayment or redemption of the principal of such Subordinated Debt or other Indebtedness, (ii) would reduce the rate or extend any date for payment of interest, premium (if any) or fees payable on such Subordinated Debt or other Indebtedness or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents or other documents, instruments or agreements less restrictive on the Obligors); (b) any of the terms of any preferred stock of Holdings, the Borrower or any of their respective Subsidiaries (other than any such amendment, modification, supplement, waiver or other change for which no fee is payable to the holders of such preferred stock and which (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or (ii) would reduce the rate or extend any date for payment of dividends thereon); or (c) any other material contract to the extent such amendment, modification, supplement, termination, waiver or other change would reasonably be expected to be materially adverse to the interests of the Secured Loan Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (taken as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Partiesa whole.

Modification of Certain Agreements. Each Without the prior written consent of the Required Lenders, no Credit Party will notamend, and will not permit any of its Subsidiaries modify, supplement, waive or Affiliates tootherwise change, or consent or agree to any amendment, modification, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in change to: (a) any Organization Documents Subordinated Debt Document if the effect thereof is to: (i) increase the interest rate on such Indebtedness; (ii) shorten the dates upon which payments of principal, premium (if any) or interest are due on such Indebtedness; (iii) add or change in a manner adverse to the Credit Parties, the Administrative Agent or the Lenders, any event of default or add or make more restrictive any covenant, representation and warranty or remedies with respect to such Indebtedness; (iv) change in a manner adverse to the Credit Parties, the Administrative Agent or the Lenders, the repayment, prepayment or redemption provisions of such Indebtedness; (v) change in a manner adverse to the Administrative Agent or the Lenders the subordination provisions thereof (or the subordination terms of any guaranty thereof); or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the Credit Parties or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Credit Parties, the Administrative Agent or Lenders; (b) any of the terms of any preferred Equity Interests of the Credit Parties that would result in such Equity Interest becoming Disqualified Equity Interests; or (c) any Credit Party’s Organizational Documents without at least thirty (30) days’ prior written notice to the Administrative Agent setting forth a reasonably detailed explanation of the proposed modifications; provided, in each casethat, other than any no such amendment, modification, supplement, waiver or modification or forbearance that could not reasonably be expected to other change shall be materially adverse to the interests of the Secured Parties (except with Administrative Agent or the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

Modification of Certain Agreements. Each Credit Party Holdings will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (or, in the case of clause (b), forgive or cancel any amounts owed or to be owed under): (a) the Senior Note Documents, except as may be permitted pursuant to Section 5.3 of the Intercreditor Agreement; (b) the Shareholder Loan Documents; (c) any Organization of the other Transaction Documents; or (d) the Organic Documents of Holdings, the Borrowers or any of their respective Subsidiaries, if the result would have an adverse effect on the rights or remedies of any Secured Party; provided, that notwithstanding the prohibition set forth above, (i) the Organic Documents of Holdings and its Subsidiaries may be amended or modified to the extent necessary in connection with the termination of Holdings’ and such Subsidiaries’ S Corporation and Qualified Subchapter S Subsidiary status, respectively, pursuant to Section 1362(d) and 1361(b)(3) of the Code or otherwise, provided that Swift Nevada shall have been converted into a limited liability company prior to such conversion as contemplated in Section 6.16(c), (ii) the Organic Documents of Swift Nevada may be amended, substituted or modified in connection with its conversion into a limited liability company, (iii) the Organic Documents of Sparks Finance LLC may be amended or modified in connection with its changes in ownership contemplated in Section 7.2.13(iv), (iv) up to $325,000,000 of the outstanding principal amount of the Shareholder Loan may be forgiven and cancelled in connection with the Senior Notes Contribution on the terms set forth in the Shareholder Loan Amendment, (v) the Shareholder Loan Documents may be amended as set forth in Exhibit A to the Amendment No. 2, and (vi) the Senior Notes Indentures may be amended as contemplated in connection with Amendment No. 2; provided that any such amendments or modifications of the Organic Documents described in clauses (i) and (ii) above shall be in form and substance substantially similar to the documents reviewed and approved by the Administrative Agent in connection with Amendment No. 2 (provided that the Administrative Agent shall have reviewed and approved of the amendments no later than the “Amendment Part 1 Effective Date”, as defined in Amendment No. 2) or, such amendments or modifications are otherwise in a form reasonably acceptable to the Administrative Agent; provided, further, that if the termination of Holdings’ status as an S Corporation is to occur subsequent to the Amendment Part 2 Effective Date, (a) the Borrowers shall notify the Administrative Agent not fewer than fifteen (15) Business Days prior to such termination, (b) prior to any such termination, Swift Nevada shall be converted to a limited liability company treated at all times after such conversion to a limited liability company as an entity disregarded from its owner, Holdings, for U.S. federal, and to the extent applicable, state and local income tax purposes and (c) if (i) the termination would, based on the circumstances at the time and the Borrowers’ good-faith, reasonable projections, be expected to result in a material increase in the tax liabilities of Holdings and its Subsidiaries, as compared to the amount that would have been distributed to equityholders of Holdings pursuant to Section 7.2.6(a) of the Credit Party, in each case, other than any amendment, supplement, waiver Agreement had Holdings retained its S corporation status or modification or forbearance that (ii) the termination could not reasonably be expected to be materially have an adverse to tax or other effect on Lenders (or in the interests case of tax effects, any of their direct or indirect owners) constituting the Secured Parties (except with Required Lenders, then such termination shall not occur without the prior written consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement Lenders and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectivelyAdministrative Agent. [Amendment No. 2, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.Section 1.12]

Modification of Certain Agreements. Each Credit Party Without the prior written consent of the Required Lenders, the Borrower will not, and will not permit any of its Restricted Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in, or applicable to, any Senior Subordinated Debt Document (including any agreement or indenture related thereto or to the Subordinated Debt Issuance) or any Material Document or any schedules, exhibits or agreements related thereto (the "Restricted Agreements"), in each case which would materially adversely affect the rights or remedies of the Lenders, or the Borrower's or any other Obligor's ability to perform hereunder or under any Loan Document or which would (a) any Organization Documents of a Credit Party, increase the cash consideration payable in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests respect of the Secured Parties (except with the consent of the Required Lenders) or if required by lawRecapitalization, (b) ), in the case of the Recapitalization Agreement, increase the Borrower's or any documentof its Restricted Subsidiaries' obligations or liabilities, agreement contingent or instrument evidencing or governing any Indebtedness that has been subordinated otherwise (other than adjustments to the Obligations cash consideration payable in right respect of payment or secured by any Liens that have been subordinated in priority the Acquisition made pursuant to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such IndebtednessRecapitalization Agreement), or (c) increase the Acquisition Agreement and principal amount of, or increase the Ancillary Agreements (as defined in the Acquisition Agreement) (collectivelyinterest rate on, the “Acquisition Documents”), in each case, other than or add or increase any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable fee with respect to the Deferred Purchase Price shall be deemed adverse Indebtedness evidence by such Senior Subordinated Debt or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the covenants with respect thereto in a manner which is more restrictive to the interests Borrower or any of its Restricted Subsidiaries or (d) in the case of any Senior Subordinated Debt Document, change the subordination provisions thereof (including any default or conditions to an event of default relating thereto), or change any collateral therefor (other than to release such collateral), if (in the case of this clause (d)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the obligations of the Secured Partiesobligor thereunder or to confer any additional rights on the holders of such Senior Subordinated Debt, or any such Restricted Agreement (or a trustee or other representative on their behalf).

Modification of Certain Agreements. Each (a) Without the prior written consent of the Administrative Agent, no Credit Party will notamend, and will not permit any of its Subsidiaries modify, supplement, waive or Affiliates tootherwise change, or consent or agree to any amendment, modification, supplement, waiver or other modification ofchange to, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in: any Credit Party’s Organizational Documents that would reasonably be expected to adversely affect the Administrative Agent and the Lenders in any material respect; provided, that the conversion of GTTA to a Delaware limited liability company shall not be considered a change to GTTA’s Organizational Documents that would reasonably be expected to adversely affect the Administrative Agent and the Lenders. (b) Without the prior written consent of the Required Lenders, no Credit Party will amend, modify, supplement, waive or otherwise change, or consent or agree to any amendment, modification, supplement, waiver or other change to, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in any Subordinated Debt Document governing or evidencing Subordinated Indebtedness that constitutes Material Indebtedness (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendmentmodification, supplement, waiver or other modification change (x) which does not adversely affect the Administrative Agent or the Lenders in any material respect or (y) for which no fee is permitted under payable to the terms holders of the subordination Subordinated Indebtedness and that (i) extends the maturity or intercreditor agreement applicable thereto reduces the amount of any repayment, prepayment or could not reasonably be expected to be materially adverse to the interests redemption of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange principal of such Subordinated Indebtedness), (ii) reduces the rate or extends any date for payment of interest, premium (if any) or fees payable on such Subordinated Indebtedness or (ciii) makes the Acquisition Agreement and the Ancillary Agreements (as defined covenants, events of default or remedies in the Acquisition Agreement) (collectively, the “Acquisition Documents”such Subordinated Debt Documents less restrictive on any applicable Credit Party), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

Modification of Certain Agreements. Each Credit Party will not, and The Revolving Borrower will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in in, or applicable to, any of the Settlement Agreements (each a "SETTLEMENT AGREEMENT MODIFICATION") if such Settlement Agreement Modification would, or could reasonably be expected to: (a) increase or accelerate the payment date of any Organization Documents amounts payable by the Revolving Borrower or any of a Credit Partyits Subsidiaries under the Settlement Agreements, or require the Revolving Borrower or any of its Subsidiaries to pay any material amounts which would not otherwise have been payable by them under the Settlement Agreements; (b) reduce or delay in each case, any material respect the payment or funding of any amounts which the parties to the Settlement Agreements (other than the Revolving Borrower and its Subsidiaries) are obligated to pay to or on behalf of the Revolving Borrower or any amendmentof its Subsidiaries (including without limitation (i) the payment of any claims, supplementjudgments, waiver settlements or modification other amounts payable in respect of asbestos or forbearance that could not reasonably be expected Asbestos Litigation, and (ii) the funding of any trusts, escrows or other funding mechanisms provided for in the Settlement Agreements); (c) change in any material respect the "spendthrift" limitations applicable to any payments which are to be made from any trusts, escrows or other funds which are established or to be established pursuant to the Settlement Agreements; (d) modify in any way which is materially adverse to the interests Revolving Borrower or any of its Subsidiaries any of the Secured Parties components contained in the definition of Global Approval Judgment or Insurance Settlement Agreement Approval Judgment as in effect on the Original Effective Date; or (except with e) otherwise have a Material Adverse Effect. To the consent of the Required Lenders) or if required by law, (b) extent reasonably practicable prior to entering into any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver Settlement Agreement Modification or other modification is permitted under the terms of any of the subordination terms, or intercreditor agreement provisions contained in or applicable thereto or could not reasonably be expected to be materially adverse any of the Settlement Agreements, the Revolving Borrower will deliver to the interests Administrative Agent a copy thereof and, if the Revolving Borrower believes that such Settlement Agreement Modification does not violate this SECTION 8.2.9, a written explanation of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of reason for such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Partiesbelief.

Modification of Certain Agreements. (a) Each Credit Party of the Borrowers will not, and will not permit any of its respective Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in (a) in, or applicable to, the Recapitalization Agreement or the Purchase Agreement or any Organization Documents of a Credit Partyschedules, exhibits or agreements related thereto, in each casecase which would adversely affect the rights or remedies of the Lenders, other than or WWI's or any amendment, supplement, waiver Subsidiary's ability to perform hereunder or modification under any Loan Document or forbearance that could not reasonably be expected to be materially adverse which would increase the purchase price with respect to the interests Transaction. (b) Except as otherwise permitted pursuant to the terms of this Agreement, without the Secured Parties (except with the prior written consent of the Required Lenders, WWI will not consent to any amendment, supplement or other modification of any of the terms or provisions contained in, or applicable to, any Subordinated Debt (including the Senior Subordinated Note Indenture or any of the Senior Subordinated Notes), or any guarantees delivered in connection with any Subordinated Debt (including any Subordinated Guaranty) (collectively, the "RESTRICTED AGREEMENTS"), or make any payment in order to obtain an amendment thereof or change thereto, if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right effect of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver modification or other modification change is permitted under to (i) increase the terms principal amount of, or increase the interest rate on, or add or increase any fee with respect to such Subordinated Debt or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the subordination or intercreditor agreement applicable covenants with respect thereto or could not reasonably be expected in a manner which is more restrictive to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party WWI or any of their its Subsidiaries become directly or indirectly liable (ii) change any event of default or condition to an event of default with respect thereto, change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof, or change any collateral therefor (other than to release such collateral), if (in the Deferred Purchase Price shall be deemed adverse case of this CLAUSE (B)(II)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the interests obligations of the Secured Partiesobligor thereunder or to confer any additional rights on the holders of such Subordinated Debt, or any such Restricted Agreement (or a trustee or other representative on their behalf).

Modification of Certain Agreements. Each (a) No Credit Party will notamend, and will not permit any of its Subsidiaries modify, supplement, waive or Affiliates tootherwise change, or consent or agree to any amendment, modification, supplement, waiver or other modification ofchange to, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance ’s Organizational Documents that could not would reasonably be expected to be materially adverse to adversely affect the interests of Administrative Agent and the Secured Parties (except with the consent of the Required Lenders) or if required by law, Lenders in any material respect. (b) No Credit Party will, nor shall it permit any documentof its Restricted Subsidiaries to, agreement amend, modify, supplement, waive or instrument evidencing otherwise change, or governing consent or agree to any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, modification, supplement, waiver or other modification is permitted under change to, or enter into any forbearance from exercising any rights with respect to the terms of the subordination or intercreditor agreement applicable thereto provisions contained in any Subordinated Debt Document or could not reasonably be expected to be materially adverse to the interests of the Secured Parties Junior Lien Debt Document governing or evidencing Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, that constitutes Material Indebtedness (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendmentmodification, supplement, waiver or modification other change (x) which does not adversely affect the Administrative Agent or forbearance the Lenders in any material respect or (y) for which no fee is payable to the holders of such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, and that (i) extends the maturity or reduces the amount of any repayment, prepayment or redemption of the Acquisition principal of such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, (ii) reduces the rate or extends any date for payment of interest, premium (if any) or fees payable on such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents such that or Junior Lien Debt Document, as applicable, less restrictive on any applicable Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured PartiesParty).

Modification of Certain Agreements. Each No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries or Affiliates to, amend, modify, supplement, waive or otherwise change, or consent or agree to any amendment, modification, supplement, waiver or other modification of, change to or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in: (a) any Organization Documents of a Credit Party, in each case, Subordinated Debt Document (other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendmentmodification, supplement, waiver or other modification change for which no fee is permitted under payable to the terms holders of the subordination Subordinated Indebtedness and that (i) extends the maturity or intercreditor agreement reduces the amount of any repayment, prepayment or redemption of the principal of such Subordinated Indebtedness, (ii) reduces the rate or extends any date for payment of interest, premium (if any) or fees payable on such Subordinated Indebtedness or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents less restrictive on any applicable thereto Credit Party or could Subsidiary); (b) unless such change would not reasonably be expected to be materially adverse to the interests Lenders, any of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange terms of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests preferred Equity Interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall Subsidiary; (c) unless such change would not be deemed materially adverse to the interests of Lenders, any Credit Party’s or any Subsidiary’s Organizational Documents; or (d) unless such change would not be materially adverse to the Secured PartiesLenders, the Spin-Off Documents.

Modification of Certain Agreements. Each Credit Party The Borrower will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in: (a) any Organization of the Transaction Documents of a Credit Party, in each case(other than the PP Debt Documents), other than any amendmentnon-material amendments, supplementsupplements, waiver waivers or modification other modifications that individually or forbearance that could in the aggregate would not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, Parties; (b) the Organic Documents of the Borrower or any documentof its Subsidiaries, agreement if the result would have an adverse effect on the rights or instrument evidencing remedies of any Secured Party; and (c) any of the PP Debt Documents that results or governing causes or has the effect of doing any Indebtedness that has been subordinated of the following: (i) increasing the then outstanding aggregate principal amount of the PP Notes to an amount exceeding $850,000,000, (ii) contravening the Obligations provisions of this Agreement, (iii) increasing the interest, premium or the yield on the PP Notes beyond the interest, yield or premium currently specified in right the PP Debt Documents as of the Closing Date, (iv) providing for dates for payment of principal, interest, premium (if any), yield or secured by any Liens that have been subordinated in priority to the Liens of Agent unless fees which are earlier than such amendment, supplement, waiver or other modification is permitted dates under the terms Indenture as in effect on the date hereof, (v) providing for any covenant, event of default or remedy which is more restrictive on any Obligor than that set forth in the subordination Indenture as in effect on the date hereof, (vi) providing for redemption, prepayment or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to defeasance provisions that are more burdensome on any Obligor than those set forth in the interests of Indenture as in effect on the Secured Parties date hereof, (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness)vii) providing for collateral securing Indebtedness thereunder, or (cviii) increasing the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than obligations of any amendment, supplement, waiver Obligor or modification or forbearance that conferring any additional rights on any holder of PP Debt which could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

Modification of Certain Agreements. Each Credit Party will notNone of Holdings, and will not permit the Borrower or any of its the Subsidiaries or Affiliates to, will consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to to, the terms or provisions contained in (a) any Organization Documents Organic Documents, if the result would have an adverse effect in any material respect on the rights or remedies of the Administrative Agent or the Lenders under this Agreement or any Loan Document, (b) any agreement governing any Permitted Subordinated Indebtedness, if the result would shorten the maturity date thereof or advance the date on which any cash payment is required to be made thereon or would otherwise change any terms thereof in a Credit Partymanner adverse to the Administrative Agent or the Lenders in any material respect, or (c) any Key Contract, if the result could reasonably be expected to have an adverse effect in each caseany material respect on the Administrative Agent or the Lenders. None of Holdings, the Borrower or any of the Subsidiaries will (i) terminate or agree to the termination, expiration or non-renewal of any Key Contract for any reason (other than the expiration or non-renewal of any amendmentKey Contract in accordance with its terms, supplement, waiver to the extent that such expiration or modification or forbearance that could non-renewal of such Key Contract would not reasonably be expected to be materially adverse cause Holdings, the Borrower and the Subsidiaries to fail to satisfy the interests of financial covenants set forth in Section 8.4 for the Secured Parties (except with the consent of the Required Lenders) twelve month period immediately succeeding such expiration or if required by lawnon-renewal), (bii) fail to enforce any document, agreement of its material rights under any Key Contract or instrument evidencing (iii) agree to any assignment or governing transfer of any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness)Key Contract, or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectivelyany rights or obligations thereunder, by Holdings, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party Borrower or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured PartiesSubsidiary.

Modification of Certain Agreements. Each Credit Party The Borrower will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in in, or applicable to, (a) the Purchase Agreement or any Organization Documents schedules, exhibits or agreements related thereto (including the certificate of a Credit Partymerger), in each casecase which would adversely affect the rights or remedies of the Lenders, or the Borrower's ability to perform hereunder or under any Loan Document or which would increase the purchase price with respect to the Acquisition or, which would increase the Borrower's or any of its Subsidiaries' obligations or liabilities, contingent or otherwise (other than adjustments to the purchase price made pursuant to the terms of the Purchase Agreement); or (b) any Subordinated Debt (including any Subordinated Note Indenture or any of the Subordinated Notes), or any guarantees delivered in connection with any Subordinated Debt (including any Subordinated Guaranty) (collectively, the "RESTRICTED AGREEMENTS"), or make any payment in order to obtain an amendment thereof or change thereto, if the effect of such amendment, supplement, modification or change is to (i) increase the principal amount of, or increase the interest rate on, or add or increase any fee with respect to such Subordinated Debt or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the covenants with respect thereto in a manner which is more restrictive to the Borrower or any of its Subsidiaries or (ii) change any event of default or condition to an event of default with respect thereto, change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof, or change any collateral therefor (other than to release such collateral), if (in the case of this CLAUSE (b)(ii)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the obligations of the obligor thereunder or to confer any additional rights on the holders of such Subordinated Debt, or any such Restricted Agreement (or a trustee or other representative on their behalf). (c) Without the prior written consent of the Administrative Agent, the Borrower will not, and will not permit any of its Subsidiaries to consent to any amendment, supplement, waiver or other modification to any of the terms of the documents, instruments and agreements delivered in connection with the Permitted Receivables Transaction, other than any such amendment, modification or forbearance that could change which (A) would extend the maturity thereof or (B) does not reasonably be expected to be materially adverse to in any way adversely affect the interests of the Secured Parties (except with Agents, the consent of Lenders or the Required Lenders) Issuer hereunder or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), Loan Documents or (cC) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver is of a technical or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Partiesclarifying nature.

Modification of Certain Agreements. Each Credit Party will not, and will not permit None of the Borrowers nor any of its their Subsidiaries or Affiliates to, will consent to any amendment, supplement, waiver supplement or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in in, or applicable to, any Organic Document of the Borrowers or any of their Subsidiaries, any Material Contract, any Subordinated Debt Document or any Convertible Debenture Document which (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse is contrary to the interests terms of the Secured Parties (except with the consent of the Required Lenders) this Agreement or if required by lawany other Loan Document, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably may be expected to be materially adverse to the rights, interests or privileges of the Secured Parties Agent or the Lenders or their ability to enforce the same or (c) results in the imposition or expansion in any material respect of any restriction or burden on the Borrowers or any of their Subsidiaries (it being understood and agreed that any such determination shall be made in the foregoing shall not prohibit discretion of the refinancingAgent and (A) any such amendment, replacement supplement or exchange of such Indebtedness)modification to the subordination provisions contained in the Subordinated Debt Documents, or (cB) the Acquisition Agreement and the Ancillary Agreements (as defined any increase in the Acquisition Agreement) amount of, or any change (collectively, the “Acquisition Documents”), in each case, other than a deferral) of the date for payment of, or any increased rate with respect to, any redemption, fee, interest rate, principal or interest repayment or other payment or sinking fund provisions, or (C) any amendment, supplement, waiver supplement or modification to any remedial or forbearance default provisions or covenant restrictions and related definitions that could not reasonably be expected to be adverse to the interests result in any of the Secured Parties (except with same being more onerous on the Borrowers shall in any event require the consent of the Required Lenders); provided. In addition, that, any amendment, supplement, waiver or modification or forbearance of neither the Acquisition Documents such that any Credit Party or Borrowers nor any of their Subsidiaries become directly will terminate any Material Agreement. The Borrowers will, prior to entering into any amendment, addition or indirectly liable other modification of any of the foregoing documents, deliver to the Agent (with copies for each Lender) reasonably in advance of the execution thereof, any final or execution form copy of amendments, supplements, additions or other modifications to such documents, and agrees not to take any such action with respect to any such documents without the Deferred Purchase Price shall be deemed adverse to the interests approval of the Secured PartiesRequired Lenders.

Modification of Certain Agreements. Each Credit Party The U.S. Borrower will not, and will not permit any of its Subsidiaries or Affiliates to, , (a) consent to any amendment, supplement, amendment and restatement, waiver or other modification of any of, or enter into any forbearance from exercising any rights with respect to, the terms or provisions contained in, or applicable to, the Management Services Agreement, the Tax Sharing Agreement, or the Merger Agreement or any schedules, exhibits or agreements related thereto, in each case which amendment, supplement, amendment and restatement, waiver, modification, or forbearance would adversely affect any Borrower's ability to perform hereunder or which would increase the purchase price with respect to the Transaction or which would increase any Borrower's or any Subsidiary's obligations or liabilities, contingent or otherwise (other than adjustments made pursuant to the terms of the Merger Agreement), except for such amendments, supplements, amendments and restatements, waivers, modifications or acts of forbearance which would not cause any Borrower or any Subsidiary to breach any of their obligations set forth herein or in any other Loan Document or which, in the reasonable judgment of the Required Lenders, would not be likely to detrimentally and materially affect Parent or any Borrower and any Subsidiary, or the rights, benefits or interests of any Secured Party; (b) consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or forbearance from exercising rights with respect to, any of the terms or provisions contained in or applicable to the Subordinated Indenture or the Subordinated Notes, except for such amendments, supplements, amendments and restatements, waivers, modifications or acts of forbearance (ai) any Organization Documents of a Credit Partywhich, in each casethe reasonable judgment of the Required Lenders, other than would not be likely to detrimentally and materially affect the rights, benefits or interests of the Agents, any Issuer or the Lenders or (ii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Subordinated Indenture under the Trust Indenture Act of 1939; and (c) without the prior written consent of the Agents, (i) optionally terminate the Permitted Receivables Transaction, or (ii) consent to any amendment, supplement, waiver or other modification to any of the terms of the documents, instruments and agreements delivered in connection with the Permitted Receivables Transaction, other than any such amendment, modification or forbearance that could change which (a) would extend the maturity thereof or (b) does not reasonably be expected to be materially adverse to in any way adversely affect the interests of the Secured Parties (except with Agents, the consent of Lenders or the Required Lenders) Issuers hereunder or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), Loan Documents or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”is of a technical or clarifying nature), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

Modification of Certain Agreements. Each Credit Party Without the prior written consent of the Required Lenders, the Company will not, and will not permit any of its Restricted Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in in, or applicable to, any Senior Subordinated Debt Document, any Material Document or any schedules, exhibits or agreements related thereto (a) any Organization Documents of a Credit Partythe "Restricted Agreements"), in each casecase which would (i) materially adversely affect the rights or remedies of the Lenders, or materially increase the obligations of the Company or any Restricted Subsidiary thereunder (other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse adjustments to the interests cash consideration payable in respect of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated PSM Acquisition made pursuant to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such IndebtednessPSM Acquisition Agreement), or the Company's or any other Obligor's ability to perform hereunder or under any Loan Document, (cii) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition case of the Stock Purchase Agreement) (collectively, which would increase Holdings', FMH's, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party Company's or any of their Subsidiaries become directly the Company's Restricted Subsidiaries' obligations or indirectly liable liabilities, contingent or otherwise, (iii) increase the principal amount of, or increase the interest rate on, or add or increase any fee with respect to such Senior Subordinated Debt or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the Deferred Purchase Price shall be deemed adverse covenants with respect thereto in a manner which is more restrictive to the interests Company or any of its Restricted Subsidiaries or (iv) change the subordination provisions thereof (including any default or conditions to an event of default relating thereto), or change any collateral therefor (other than to release such collateral), if (in the case of this clause (iv)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the obligations of the Secured Partiesobligor thereunder or to confer any additional rights on the holders of such Senior Subordinated Debt, or any such Restricted Agreement (or a trustee or other representative on their behalf).

Modification of Certain Agreements. Each Credit Party (a) No Obligor will, or will not, and will not permit any of its Subsidiaries or Affiliates Subsidiary to, consent to directly or indirectly, amend or otherwise modify any amendmentExisting Senior Secured Debt Documents (other than the MidCap ABL Credit Agreement) or any other Material Contract, supplement, waiver which amendment or other modification of, or enter into in any forbearance from exercising any rights with respect case: (i) is contrary to the terms of this Agreement or provisions contained in any other Transaction Document; (aii) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the rights, interests or privileges of the Secured Parties Purchaser or their ability to enforce the same; (except with iii) results in the consent imposition or expansion in any material respect of any obligation of or restriction or burden on any Obligor or any Subsidiary; or (iv) reduces in any material respect any rights or benefits of any Obligor or any Subsidiaries (it being understood and agreed that any such determination shall be in the discretion of the Required Lenders) or if required by lawPurchaser). Each Obligor shall, (b) prior to entering into any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver amendment or other modification is permitted of any of the foregoing documents, deliver to the Purchaser reasonably in advance of the execution thereof, any final or execution form copy of amendments or other modifications to such documents, and such Obligor agrees not to take, nor permit any of its Subsidiaries to take, any such action with respect to any such documents. No Obligor will, or will permit any Subsidiary to, (i) forgive any Debt evidenced by, or extend, postpone, defer or waive any required payments to be made under the Longbridge Intercompany Note as in effect on the Original Closing Date, (ii) amend or otherwise modify any of the terms of the subordination Longbridge Intercompany Note as in effect on the Original Closing Date, (iii) sell, assign, transfer or intercreditor agreement applicable thereto otherwise dispose of the Longbridge Intercompany Note or could not reasonably be expected any rights, duties or obligations thereunder, (iv) or pledge or xxxxx x Xxxx upon the Longbridge Intercompany Note or any rights to be materially adverse payment thereunder (other than Liens in favor of (x) Purchaser or (y) MidCap Senior Agent so long as any such Lien in favor of MidCap Senior Agent is subject to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition MidCap Intercreditor Agreement) (collectively, the “Acquisition Documents”), in each casecase under clauses (i) through (iv) hereof, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to without the interests of the Secured Parties (except with the prior written consent of the Required Lenders); providedPurchaser. (b) No Obligor will, thator will permit any Subsidiary to, directly or indirectly, amend or otherwise modify any amendment, supplement, waiver MidCap ABL Credit Agreement or modification any related document thereto except for amendments or forbearance modifications made in full compliance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured PartiesMidCap Intercreditor Agreement.

Modification of Certain Agreements. Each Credit Party (a) No Obligor will, or will not, and will not permit any of its Subsidiaries or Affiliates Subsidiary to, consent to directly or indirectly, amend or otherwise modify any amendmentExisting Senior Secured Debt Documents (other than the MidCap ABL Credit Agreement) or any other Material Contract, supplement, waiver which amendment or other modification of, or enter into in any forbearance from exercising any rights with respect case: (i) is contrary to the terms of this Agreement or provisions contained in any other Transaction Document; (aii) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the rights, interests or privileges of the Secured Parties Purchaser or their ability to enforce the same; (except with iii) results in the consent imposition or expansion in any material respect of any obligation of or restriction or burden on any Obligor or any Subsidiary; or (iv) reduces in any material respect any rights or benefits of any Obligor or any Subsidiaries (it being understood and agreed that any such determination shall be in the discretion of the Required Lenders) or if required by lawPurchaser). Each Obligor shall, (b) prior to entering into any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver amendment or other modification is permitted of any of the foregoing documents, deliver to the Purchaser reasonably in advance of the execution thereof, any final or execution form copy of amendments or other modifications to such documents, and such Oxxxxxx agrees not to take, nor permit any of its Subsidiaries to take, any such action with respect to any such documents. No Obligor will, or will permit any Subsidiary to, (i) forgive any Debt evidenced by, or extend, postpone, defer or waive any required payments to be made under the Longbridge Intercompany Note as in effect on the Original Closing Date, (ii) amend or otherwise modify any of the terms of the subordination Longbridge Intercompany Note as in effect on the Original Closing Date, (iii) sell, assign, transfer or intercreditor agreement applicable thereto otherwise dispose of the Longbridge Intercompany Note or could not reasonably be expected any rights, duties or obligations thereunder, (iv) or pledge or gxxxx x Xxxx upon the Longbridge Intercompany Note or any rights to be materially adverse payment thereunder (other than Liens in favor of (x) Purchaser or (y) MidCap Senior Agent so long as any such Lien in favor of MidCap Senior Agent is subject to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition MidCap Intercreditor Agreement) (collectively, the “Acquisition Documents”), in each casecase under clauses (i) through (iv) hereof, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to without the interests of the Secured Parties (except with the prior written consent of the Required Lenders); providedPurchaser. (b) No Obligor will, thator will permit any Subsidiary to, directly or indirectly, amend or otherwise modify any amendment, supplement, waiver MidCap ABL Credit Agreement or modification any related document thereto except for amendments or forbearance modifications made in full compliance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured PartiesMidCap Intercreditor Agreement.

Modification of Certain Agreements. Each Credit Party Except in connection with a Transfer of the Fibers Business the Borrowers will not, and will not permit any of its their Foreign Restricted Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in, (a) any Organization Documents of a Credit Partythe Sub Debt Documents, in each casethe Senior Note Documents, the Senior Secured Discount Notes or the Senior Secured Discount Notes Indenture, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse for which no fee is payable to the interests holders of the Secured Parties relevant Indebtedness and which (except with i) extends the consent date or reduces the amount of any required repayment, prepayment or redemption of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange principal of such Indebtedness), (ii) reduces the rate or extends the date for payment of the interest, premium (if any) or fees payable on such Indebtedness or (iii) makes the covenants, events of default or remedies therein less restrictive on the Company, (iv) cures any ambiguity, omission, defect or inconsistency therein, and could not in any way adversely affect the Lenders, (v) provides for the assumption of the issuer of such Indebtedness's obligations to the holders of such Indebtedness in the case of a Merger permitted hereunder, (vi) provides for uncertificated notes, or (cvii) complies with requirements of an SEC order to effect or maintain the Acquisition Agreement and qualification of the Ancillary Agreements (indenture for such Indebtedness under the Trust Indenture Act of 1939, as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”)amended, in each case, other than after written notice to the Administrative Agent; or -106- 114 (b) the Tax Sharing Agreement or the terms of any amendmentpreferred stock, supplementif any, waiver or modification or forbearance in any manner that could not reasonably be expected to be is adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

Modification of Certain Agreements. Each Credit Party The Borrower will not, and will not permit any of its Subsidiaries or Affiliates Restricted Subsidiary to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in, or applicable to, the Investors Agreement, any Senior Subordinated Debt Document or any Transaction Document or any schedules, exhibits or agreements related thereto (the "RESTRICTED AGREEMENTS"), in each case which would materially adversely affect the rights or remedies of the Lenders or any Obligor's ability to perform under any Loan Document or which would (a) any Organization Documents of a Credit Party, increase the cash consideration payable in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests respect of the Secured Parties (except with the consent of the Required Lenders) or if required by lawMerger, (b) in the case of the Merger Agreement, increase the Borrower's or any documentof its Restricted Subsidiaries' obligations or liabilities, agreement contingent or instrument evidencing or governing any Indebtedness that has been subordinated otherwise (other than adjustments to the Obligations cash consideration payable in right respect of payment or secured by any Liens that have been subordinated in priority the Acquisition made pursuant to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such IndebtednessMerger Agreement), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectivelycase of any Senior Subordinated Debt Document, increase the “Acquisition Documents”)principal amount of, in each caseor increase the interest rate on, other than or add or increase any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable fee with respect to the Deferred Purchase Price shall be deemed adverse Indebtedness evidenced by such Senior Subordinated Debt Document, advance any dates upon which payments of principal or interest are due thereon or change any of the covenants with respect thereto in a manner which is more restrictive to the interests Borrower or any of its Restricted Subsidiaries (other than, in the case of the Secured PartiesBridge Notes, if any, a change that conforms to a corresponding change to the provisions hereof) or (d) in the case of any Senior Subordinated Debt Document, change the subordination provisions thereof (including any default or conditions to an event of default relating thereto), or change any collateral therefor (other than to release such collateral), if (in the case of this CLAUSE (D)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the obligations of the obligor thereunder or to confer any additional rights on the holders of such Senior Subordinated Debt, (or a trustee or other representative on their behalf).

Modification of Certain Agreements. Each Credit Party will not, and The Borrower will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver supplement or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in (a) any Organization Documents of a Credit Party, in each casedocument or instrument evidencing or applicable to any Subordinated Debt, other than any amendment, supplementsupplement or other modification which extends the date or reduces the amount of any required repayment or redemption. The General Partners and the Borrower each agrees that it shall not, waiver and the Intermediate Partnership shall not, consent to or modification vote in favor of any amendment of (a) the cash distribution policies of NBPC or forbearance that could not reasonably be expected to be the Intermediate Partnership in any manner which would have a Material Adverse Effect on the Borrower or materially adverse to adversely affect the interests rights and remedies of the Secured Parties Lenders under and in connection with this Agreement, the Notes or any other Loan Document; or (except b) the NBPC Partnership Agreement or the Intermediate Partnership Agreement in any manner which would (i) have a material adverse effect on the rights and remedies of the Lenders under and in connection with this Agreement, the Notes or any other Loan Document; or (ii) have a Material Adverse Effect on the Borrower. Each of the General Partners and the Borrower agree that there shall be no change in the Operator without the consent of the Required Lenders) or if required Lenders except upon a finding by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated the requisite number of Representatives to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless Management Committee (such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (used herein as defined in the Acquisition NBPC Partnership Agreement) of NBPC (collectivelyother than the Representative designated by Northern Plains Natural Gas Company) pursuant to Section 8.4.2 of the NBPC Partnership Agreement that the Operator has, through misfeasance, nonfeasance or gross negligence, acted in a manner contrary to the best interests of NBPC. Each General Partner agrees that it shall not consent to or vote in favor of any amendment of the Partnership Agreement which would have a Material Adverse Effect on the rights and remedies of the Lenders under and in connection with this Agreement, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party Notes or any of their Subsidiaries become directly other Loan Document or indirectly liable with respect to have a Material Adverse Effect on the Deferred Purchase Price shall be deemed adverse to the interests of the Secured PartiesBorrower.

Modification of Certain Agreements. Each Credit Party The Company will not, and will not permit any of its Restricted Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in, or applicable to, the Transaction Agreement, the Investors' Agreement or the 1998 Subordinated Note Indenture or any schedules, exhibits or agreements related thereto (the "Restricted Agreements"), in each case which would materially adversely affect the rights or remedies of the Lenders, or any Obligor's ability to perform under any Loan Document or which would (a) any Organization Documents of a Credit Party, decrease the cash consideration payable in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests respect of the Secured Parties (except with the consent of the Required Lenders) or if required by lawDivestiture, (b) increase the Company's or any documentRestricted Subsidiary's obligations or liabilities, agreement contingent or instrument evidencing or governing any Indebtedness that has been subordinated otherwise (other than adjustments to the Obligations cash consideration payable in right respect of payment or secured by any Liens that have been subordinated in priority the Divestiture made pursuant to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such IndebtednessTransaction Agreement), or (c) increase the Acquisition Agreement and principal amount of, or increase the Ancillary Agreements (as defined in the Acquisition Agreement) (collectivelyinterest rate on, the “Acquisition Documents”), in each case, other than or add or increase any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable fee with respect to the Deferred Purchase Price shall be deemed adverse Indebtedness evidenced by such 1998 Subordinated Notes or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the covenants with respect thereto in a manner which is more restrictive to the interests Borrower or any of its Restricted Subsidiaries or (d) in the case of any 1998 Subordinated Notes Documents, change the subordination provisions thereof (including any default or conditions to an event of default relating thereto), or change any collateral therefor (other than to release such collateral), if (in the case of this clause (d)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the obligations of the Secured Parties.obligor thereunder or to confer any additional rights on the holders of such 1998 Subordinated Notes, or any such Restricted Agreement (or a trustee or other representative on their behalf) 118

Modification of Certain Agreements. Each Credit Party (a) The Borrower will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in (a) in, or applicable to, the Recapitalization Agreement or any Organization Documents of a Credit Partyschedules, exhibits or agreements related thereto, in each casecase which would adversely affect the rights or remedies of the Lenders, other than or the Borrower’s or any amendment, supplement, waiver Subsidiary’s ability to perform hereunder or modification or forbearance that could not reasonably be expected to be materially adverse under any Loan Document. (b) Except as otherwise permitted pursuant to the interests terms of this Agreement, without the Secured Parties (except with the prior written consent of the Required Lenders) or if required by law, (b) the Borrower will not consent to any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver supplement or other modification is permitted under of any of the terms or provisions contained in, or applicable to, any Subordinated Debt (including the Senior Subordinated Note Indenture or any of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such IndebtednessSenior Subordinated Notes), or any guarantees delivered in connection with any Subordinated Debt (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreementincluding any Subordinated Guaranty) (collectively, the “Acquisition DocumentsRestricted Agreements”), or make any payment in each caseorder to obtain an amendment thereof or change thereto, other than any if the effect of such amendment, supplement, waiver or modification or forbearance that could not reasonably be expected change is to be adverse (i) increase the principal amount of, or increase the interest rate on, or add or increase any fee with respect to such Subordinated Debt or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the covenants with respect thereto in a manner which is more restrictive to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party Borrower or any of their its Subsidiaries become directly or indirectly liable (ii) change any event of default or condition to an event of default with respect thereto, change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof, or change any collateral therefor (other than to release such collateral), if (in the Deferred Purchase Price shall be deemed adverse case of this clause (b)(ii)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the interests obligations of the Secured Partiesobligor thereunder or to confer any additional rights on the holders of such Subordinated Debt, or any such Restricted Agreement (or a trustee or other representative on their behalf).

Modification of Certain Agreements. Each Credit Party Without the prior written consent of the Lender, the Borrower will not, and will not permit any of its Subsidiaries or Affiliates Subsidiary to, amend, modify, supplement, waive or otherwise change, or consent or agree to any amendment, modification, supplement, waiver or other modification ofchange to, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in: (a) any Organization Documents of a Credit Party, in each case, Subordinated Debt Document (other than any amendment, modification, supplement, waiver or modification other change for which no fee is payable to the holders of the Subordinated Indebtedness and that (i) extends the maturity or forbearance reduces the amount of any repayment, prepayment or redemption of the principal of such Subordinated Indebtedness, (ii) reduces the rate or extends any date for payment of interest, premium (if any) or fees payable on such Subordinated Indebtedness or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents less restrictive on the Borrower or other Subsidiary party thereto); (b) any of the terms of any preferred Equity Interests of the Borrower or its Subsidiaries (other than any such amendment, modification, supplement, waiver or other change for which no fee is payable to the holders of such preferred stock and that (i) extends the scheduled redemption date or reduces the amount of any scheduled redemption payment or (ii) reduces the rate or extend any date for payment of dividends thereon); (c) any Credit Party’s Organizational Documents; (d) any Material Indebtedness Agreement, except to the extent that such amendment, modification, supplement, waiver or other change, or forbearance, could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Partiescause a Material Adverse Effect.

Modification of Certain Agreements. Each Credit Party The Parent will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in, (a) any Organization Documents of a Credit Party, in each casethe Permitted Debt Documents, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse for which no fee is payable to the interests holders of the Secured Parties Permitted Additional Indebtedness and which (except with i) extends the consent date or reduces the amount of any required repayment, prepayment or redemption of the Required Lendersprincipal of such Permitted Additional Indebtedness, (ii) reduces the rate or extends the date for payment of the interest, premium (if any) or if required by lawfees payable on such Permitted Additional Indebtedness or (iii) makes the covenants, events of default or remedies in such Permitted Debt Documents less restrictive on the Parent and its Subsidiaries; (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Subordinated Debt Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse for which no fee is payable to the interests holders of the Secured Parties Subordinated Debt and which (except with i) extends the consent date or reduces the amount of any required repayment, prepayment or redemption of the Required Lenders); providedprincipal of such Subordinated Debt, that(ii) reduces the rate or extends the date for payment of the interest, premium (if any) or fees payable on such Subordinated Debt or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents less restrictive on the Parent and its Subsidiaries; (c) the Designated Preferred Stock Documents, other than any amendment, supplement, waiver or modification or forbearance for which no fee is payable to the holders of the Acquisition Designated Preferred Stock and which (i) extends the date or reduces the amount of any required redemption of such Designated Preferred Stock, (ii) reduces the rate or extends the date for payment of dividends, premium (if any) or fees payable on such Designated Preferred Stock or (iii) makes the covenants, redemption provisions or remedies in such Designated Preferred Stock Documents such that less restrictive on the Parent; (d) any Credit Party or any of their Subsidiaries become directly or indirectly liable documents with respect to Earn-out Obligations, which (i) accelerates the Deferred Purchase Price shall be deemed adverse to date or increases the interests amount of any required payment of such Earn-out Obligation, (ii) modifies any of the subordination terms thereof or (iii) makes the covenants, events of default or remedies in such documents with respect to Earn-out Obligations more onerous on the obligors thereunder; or (e) the Organic Documents of (i) any Obligor, if the result thereof could reasonably be expected to have an adverse effect on the ability of such Obligor to, and (ii) any Material Subsidiary of the Parent (other than the Subsidiary Guarantors or the Borrowers), if the result thereof could reasonably be expected to have a Material Adverse Effect on the ability of such Subsidiary to, in each case, comply with or satisfy its obligations hereunder or on the rights or remedies of any Secured PartiesParty.

Modification of Certain Agreements. (a) Each Credit Party of the Borrowers will not, and will not permit any of its respective Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in (a) in, or applicable to, the Recapitalization Agreement or any Organization Documents of a Credit Partyschedules, exhibits or agreements related thereto, in each casecase which would adversely affect the rights or remedies of the Lenders, other than or WWI's or any amendment, supplement, waiver Subsidiary's ability to perform hereunder or modification or forbearance that could not reasonably be expected to be materially adverse under any Loan Document. (b) Except as otherwise permitted pursuant to the interests terms of this Agreement, without the Secured Parties (except with the prior written consent of the Required Lenders, WWI will not consent to any amendment, supplement or other modification of any of the terms or provisions contained in, or applicable to, any Subordinated Debt (including the Senior Subordinated Note Indenture or any of the Senior Subordinated Notes), or any guarantees delivered in connection with any Subordinated Debt (including any Subordinated Guaranty) -76- (collectively, the "RESTRICTED AGREEMENTS"), or make any payment in order to obtain an amendment thereof or change thereto, if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right effect of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver modification or other modification change is permitted under to (i) increase the terms principal amount of, or increase the interest rate on, or add or increase any fee with respect to such Subordinated Debt or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the subordination or intercreditor agreement applicable covenants with respect thereto or could not reasonably be expected in a manner which is more restrictive to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party WWI or any of their its Subsidiaries become directly or indirectly liable (ii) change any event of default or condition to an event of default with respect thereto, change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof, or change any collateral therefor (other than to release such collateral), if (in the Deferred Purchase Price shall be deemed adverse case of this CLAUSE (b)(ii)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the interests obligations of the Secured Partiesobligor thereunder or to confer any additional rights on the holders of such Subordinated Debt, or any such Restricted Agreement (or a trustee or other representative on their behalf).

Modification of Certain Agreements. (a) Each Credit Party of the Borrowers will not, and will not permit any of its respective Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in (a) in, or applicable to, the Recapitalization Agreement or the Purchase Agreement or any Organization Documents of a Credit Partyschedules, exhibits or agreements related thereto, in each casecase which would adversely affect the rights or remedies of the Lenders, other than or WWI’s or any amendment, supplement, waiver Subsidiary’s ability to perform hereunder or modification or forbearance that could not reasonably be expected to be materially adverse under any Loan Document. (b) Except as otherwise permitted pursuant to the interests terms of this Agreement, without the Secured Parties (except with the prior written consent of the Required Lenders) or if required by law, (b) WWI will not consent to any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver supplement or other modification is permitted under of any of the terms or provisions contained in, or applicable to, any Subordinated Debt (including the Senior Subordinated Note Indenture or any of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such IndebtednessSenior Subordinated Notes), or any guarantees delivered in connection with any Subordinated Debt (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreementincluding any Subordinated Guaranty) (collectively, the “Acquisition DocumentsRestricted Agreements”), or make any payment in each caseorder to obtain an amendment thereof or change thereto, other than any if the effect of such amendment, supplement, waiver or modification or forbearance that could not reasonably be expected change is to be adverse (i) increase the principal amount of, or increase the interest rate on, or add or increase any fee with respect to the interests such Subordinated Debt or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the Secured Parties (except covenants with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party respect thereto in a manner which is more restrictive to WWI or any of their its Subsidiaries become directly or indirectly liable (ii) change any event of default or condition to an event of default with respect thereto, change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof, or change any collateral therefor (other than to release such collateral), if (in the Deferred Purchase Price shall be deemed adverse case of this clause (b)(ii)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the interests obligations of the Secured Partiesobligor thereunder or to confer any additional rights on the holders of such Subordinated Debt, or any such Restricted Agreement (or a trustee or other representative on their behalf).

Modification of Certain Agreements. Each Without the prior written consent of the Required Lenders, no Credit Party will notamend, and will not permit any of its Subsidiaries modify, supplement, waive or Affiliates tootherwise change, or consent or agree to any amendment, modification, supplement, waiver or other modification ofchange to, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in: (a) any Organization Documents of a Credit Party, in each case, Subordinated Debt Document (other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendmentmodification, supplement, waiver or other modification change for which no fee is permitted under payable to the holders of the Subordinated Indebtedness and that (i) extends the maturity or reduces the amount of any repayment, prepayment or redemption of the principal of such Subordinated Indebtedness, (ii) reduces the rate or extends any date for payment of interest, premium (if any) or fees payable on such Subordinated Indebtedness or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents less restrictive on any applicable Credit Party); (b) any of the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests any preferred Equity Interests of the Secured Credit Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any such amendment, modification, supplement, waiver or modification other change for which no fee is payable to the holders of such preferred stock and that (i) extends the scheduled redemption date or forbearance reduces the amount of any scheduled redemption payment or (ii) reduces the rate or extend any date for payment of dividends thereon); (c) any Credit Party’s Organizational Documents, except to the extent that such amendment, modification, or other change, could not reasonably be expected to be adverse to the interests of Lenders; (d) any Term Loan Document or the Secured Parties Intercreditor Agreement, except to the extent not prohibited by the Intercreditor Agreement; or (e) any Material Contract or other Material Indebtedness Agreement, except with to the consent of the Required Lenders); providedextent that such amendment, that, any amendmentmodification, supplement, waiver or modification other change, or forbearance of the Acquisition Documents such that any Credit Party forbearance, (i) is otherwise permitted by this Section or any of their Subsidiaries become directly or indirectly liable with respect (ii) could not reasonably be expected to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Partiescause a Material Adverse Effect.

Modification of Certain Agreements. Each Credit Party will notAmend, and will not permit any of its Subsidiaries modify or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in change (a) any Organization Documents Organizational Document of any Loan Party, (b) the terms of the Purchase Agreement to the extent relating to, or in connection with, the Acquisition Earn-Out Payment, (c) the terms of the definitive documentation of any Junior Debt constituting Material Debt (other than any such amendment, modification or other change (w) that would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or amount or extend the date for payment of interest thereon or relax or eliminate any covenant, event of default or other provision applicable to Holdings or any of the Restricted Subsidiaries, (x) that is pursuant to a Credit Partyrefinancing permitted by Section 6.8(i), (y) to the extent such amendment, modification or other change is effective, or is to provisions that become applicable, after the then Latest Maturity Date hereunder (as determined as of the time of such amendment, modification or other change is made) or (z) if immediately after giving effect thereto such Junior Debt with such revised terms could be incurred pursuant to Section 6.2 (such determination to be made as if such Junior Debt was incurred at such time and had not previously been incurred)), (d) the terms of any ABL Loan Document (if such amendment, modification or change would be prohibited by the terms of the ABL Intercreditor Agreement), or (e) the Tax Receivable Agreement, in each case, other than in any amendment, supplement, waiver or modification or forbearance manner that could not reasonably be expected to be is materially adverse to the interests of the Secured Parties Lenders taken as a whole, as reasonably determined in good faith by Holdings (except with unless approved by the consent Administrative Agent), it being agreed that an assignment of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could Tax Receivable Agreement shall not reasonably be expected to be considered materially adverse to the interests interest of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (Lenders taken as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders)a whole; provided, thatthat in the case of clause (a) above, any amendment, supplement, waiver or modification or forbearance change to the Organizational Documents of the Acquisition Documents such that any Credit Loan Party to effectuate a change in form of entity or organization or any of their Subsidiaries become directly or indirectly liable with respect other transaction permitted by Section 6.5 shall be permitted, subject to the Deferred Purchase Price shall be deemed adverse to requirements under the interests of the Secured PartiesGuarantee and Collateral Agreement.

Modification of Certain Agreements. Each Credit Party will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (a) any of the Transaction Documents, the Management Agreement or Organization Documents of a Credit PartyDocuments, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with Parties; provided, however, that no amendment or modification increasing the amount of management fees payable under the Management Agreement may be made without the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any senior unsecured Indebtedness, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties, or (c) any document, agreement or instrument evidencing or governing any Junior Indebtedness, any Permitted Junior Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Subordinated Unsecured Indebtedness or any other Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement or subordination agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Partiesthereto.

Modification of Certain Agreements. Each Credit Party Without the prior written consent of the Required Lenders, the Borrower will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in in, or applicable to, the Discount Notes or the Subordinated Notes or any Material Document (aincluding the Bridge Note Agreement, each agreement setting forth the terms of any Indebtedness that refinances the Subordinated Notes and each agreement setting forth the terms of any Indebtedness that refinances the Discount Notes (each of the foregoing agreements) or any Organization Documents of a Credit Partyschedules or exhibits related thereto (collectively, the "Restricted Agreements"), in each casecase which would (i) materially adversely affect the rights or remedies of the Lenders or the Borrower's or any other Obligor's ability to perform hereunder or under any Loan Document, or materially increase the obligations of the Borrower or any Subsidiary thereunder to the detriment of the Lenders, (ii) increase the cash consideration payable in respect of the Transaction or, in the case of the Stock Purchase Agreement, increase the Borrower's or any of its Subsidiaries' obligations or liabilities, contingent or otherwise (other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse adjustments to the interests cash consideration payable in respect of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated Transaction made pursuant to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination Stock Purchase Agreement), (iii) increase the principal amount of, or intercreditor agreement applicable (other than in respect of the refinancing of the Subordinated Notes or Discount Notes, in each case originally issued on the Closing Date) increase the interest rate on, or (other than in respect of the refinancing of the Subordinated Notes or Discount Notes, in each case originally issued on the Closing Date) add or increase any fee with respect to, the Discount Notes or the Subordinated Notes or any Indebtedness that refinances the Discount Notes or the Subordinated Notes, advance any dates upon which payments of principal or interest are due thereon or change any of the covenants with respect thereto or could not reasonably be expected to be materially adverse in a manner which is more restrictive to the interests Borrower or any of its Subsidiaries, or (iv) change the Secured Parties subordination provisions thereof (it being understood that the foregoing shall not prohibit the refinancing, replacement including any default or exchange conditions to an event of such Indebtednessdefault relating thereto), or change any collateral therefor (c) the Acquisition Agreement and the Ancillary Agreements other than to release such collateral), if (as defined in the Acquisition Agreement) case of this clause (collectivelyiv)), the “Acquisition Documents”)effect of such amendment or change, in each caseindividually or together with all other amendments or changes made, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected is to be adverse to increase the interests obligations of the Secured Parties (except with obligor thereunder or to confer any additional rights on the consent holders of the Required Lenders); provided, that, any amendment, supplement, waiver such Discount Notes or modification or forbearance of the Acquisition Documents such that any Credit Party Subordinated Notes or any of Indebtedness that refinances the Discount Notes or the Subordinated Notes, or any such Restricted Agreement (or a trustee or other representative on their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Partiesbehalf).

Modification of Certain Agreements. Each Credit Party Without the prior written consent of the Required Lenders, Holdings and the Borrower will not, and will not permit any of its the Restricted Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in, or applicable to, the Preferred Stock or any Material Document or any schedules, exhibits or agreements related thereto (the "Restricted Agreements"), in each case which would (a) materially adversely affect the rights or remedies of the Lenders, or the Borrower's or any Organization Documents other Obligor's ability to perform hereunder or under any Loan Document or materially increase the obligations of Holdings, the Borrower or any other Restricted Subsidiary thereunder or confer any additional rights in the holders of any Permitted Subordinated Debt (or a Credit Party, in each case, trustee or other than any amendment, supplement, waiver or modification or forbearance that could not reasonably representative on their behalf) which would be expected to be materially adverse to any Obligor or Lender to the interests detriment of the Secured Parties (except with the consent of the Required Lenders) , or if required by law, (b) increase the principal amount of, or increase the interest rate on, or add or increase any documentfee with respect to, agreement any Permitted Subordinated Debt or instrument evidencing any such Restricted Agreement, advance any dates upon which payments of principal or governing interest are due thereon or change any Indebtedness that has been subordinated of the covenants with respect thereto in a manner which is more restrictive to the Obligations in right of payment Borrower or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), Restricted Subsidiaries or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) case of any Permitted Subordinated Debt Document, change the subordination provisions thereof (collectivelyincluding any default or conditions to an event of default relating thereto), or change any collateral therefor (other than to release such collateral), if (in the case of this clause (c)), the “Acquisition Documents”)effect of such amendment or change, in each caseindividually or together with all other amendments or changes made, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected is to be adverse to increase the interests obligations of the Secured Parties obligor thereunder or to confer any additional rights on the holders of such Permitted Subordinated Debt (except with the consent of the Required Lendersor a trustee or other representative on their behalf); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

Modification of Certain Agreements. Each Credit Party will notAmend, and will not permit any of its Subsidiaries modify or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in change (a) any Organization Documents Organizational Document of any Loan Party, (b) the terms of the Purchase Agreement to the extent relating to, or in connection with, the Acquisition Earn-Out Payment, (c) the terms of the definitive documentation of any Junior Debt constituting Material Debt (other than any such amendment, modification or other change (w) that would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or amount or extend the date for payment of interest thereon or relax or eliminate any covenant, event of default or other provision applicable to Holdings or any of its Restricted Subsidiaries, (x) that is pursuant to a refinancing permitted by Section 6.8(i), (y) to the extent such amendment, modification or other change is effective, or is to provisions that become applicable, after the then Latest Maturity Date hereunder (as determined as of the time of such amendment, modification or other change is made) or (z) if immediately after giving effect thereto such Junior Debt with such revised terms could be incurred pursuant to Section 6.2 (such determination to be made as if such Junior Debt was incurred at such time and had not previously been incurred)), (d) the terms of any Term Loan Credit PartyFacility Document (if such amendment, modification or change would be prohibited by the terms of the ABL Intercreditor Agreement), or (e) the Tax Receivable Agreement, in each case, other than in any amendment, supplement, waiver or modification or forbearance manner that could not reasonably be expected to be is materially adverse to the interests of the Secured Parties Lenders taken as a whole, as reasonably determined in good faith by Holdings (except with unless approved by the consent Agent), it being agreed that an assignment of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could Tax Receivable Agreement shall not reasonably be expected to be considered materially adverse to the interests interest of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (Lenders taken as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders)a whole; provided, thatthat in the case of clause (a) above, any amendment, supplement, waiver or modification or forbearance change to the Organizational Documents of the Acquisition Documents such that any Credit Loan Party to effectuate a change in form of entity or organization or any of their Subsidiaries become directly or indirectly liable with respect other transaction permitted by Section 6.5 shall be permitted, subject to the Deferred Purchase Price shall be deemed adverse to requirements under the interests of US Guarantee and Collateral Agreement and the Secured PartiesCanadian Guarantee and Collateral Agreements.

Modification of Certain Agreements. Each Credit Party Without the prior written consent of the Required Lenders, the Borrower will not, and will not permit any of its Restricted Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in, or applicable to, any Senior Subordinated Debt Document or the PAIC Subordinated Convertible Note (including any agreement or indenture related thereto or to the Subordinated Debt Issuance or the issuance of the PAIC Subordinated Convertible Note) or any Material Document or any schedules, exhibits or agreements related thereto (the "Restricted Agreements"), in each case which would materially adversely affect the rights or remedies of the Lenders, or the Borrower's or any other Obligor's ability to perform hereunder or under any Loan Document or which would (a) any Organization Documents of a Credit Party, increase the cash consideration payable in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests respect of the Secured Parties (except with the consent of the Required Lenders) or if required by lawRecapitalization, (b) ), in the case of the Recapitalization Agreement, increase the Borrower's or any documentof its Restricted Subsidiaries' obligations or liabilities, agreement contingent or instrument evidencing or governing any Indebtedness that has been subordinated otherwise (other than adjustments to the Obligations cash consideration payable in right respect of payment or secured by any Liens that have been subordinated in priority the Acquisition made pursuant to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such IndebtednessRecapitalization Agreement), or (c) increase the Acquisition Agreement and principal amount of, or increase the Ancillary Agreements (as defined in the Acquisition Agreement) (collectivelyinterest rate on, the “Acquisition Documents”), in each case, other than or add or increase any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable fee with respect to the Deferred Purchase Price shall be deemed adverse Indebtedness evidence by such Senior Subordinated Debt, the PAIC Subordinated Convertible Note or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the covenants with respect thereto in a manner which is more restrictive to the interests Borrower or any of its Restricted Subsidiaries or (d) in the case of any Senior Subordinated Debt Document or PAIC Subordinated Convertible Note, change the subordination provisions thereof (including any default or conditions to an event of default relating thereto), or change any collateral therefor (other than to release such collateral), if (in the case of this clause (d)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the obligations of the Secured Partiesobligor thereunder or to confer any additional rights on the holders of such Senior Subordinated Debt, the PAIC Subordinated Convertible Note, or any such Restricted Agreement (or a trustee or other representative on their behalf).

Modification of Certain Agreements. Each Without the prior written consent of the Required Lenders, no Credit Party will notamend, and will not permit any of its Subsidiaries modify, supplement, waive or Affiliates tootherwise change, or consent or agree to any amendment, modification, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in change to: (a) any Organization Documents Subordinated Debt Document if the effect thereof is to: (i) increase the interest rate on such Indebtedness; (ii) shorten the dates upon which payments of principal, premium (if any) or interest are due on such Indebtedness; (iii) add or change in a manner adverse to the Credit Parties, the Administrative Agent or the Lenders, any event of default or add or make more restrictive any covenant, representation and warranty or remedies with respect to such Indebtedness; (iv) change in a manner adverse to the Credit Parties, the Administrative Agent or the Lenders, the repayment, prepayment or redemption provisions of such Indebtedness (except for prepayments of Indebtedness not to exceed $250,000,000 in the aggregate so long as at the time of and after giving pro forma effect thereto (x) no Default or Event of Default exists and (y) Liquidity shall be no less than $250,000,000); (v) change in a manner adverse to the Administrative Agent or the Lenders the subordination provisions thereof (or the subordination terms of any guaranty thereof); or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the Credit Parties or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Credit Parties, the Administrative Agent or Lenders; (b) any of the terms of any preferred Equity Interests of the Credit Parties that would result in such Equity Interest becoming Disqualified Equity Interests; or (c) any Credit Party’s Organizational Documents without at least thirty (30) days’ prior written notice to the Administrative Agent setting forth a reasonably detailed explanation of the proposed modifications; provided, in each casethat, other than any no such amendment, modification, supplement, waiver or modification or forbearance that could not reasonably be expected to other change shall be materially adverse to the interests of the Secured Parties (except with Administrative Agent or the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

Modification of Certain Agreements. Each Without the prior written consent of the Required Lenders, no Credit Party will notamend, and will not permit any of its Subsidiaries modify, supplement, waive or Affiliates tootherwise change, or consent or agree to any amendment, modification, supplement, waiver or other modification ofchange to, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in: (a) any Organization Documents of a Credit Party, in each case, Subordinated Debt Document (other than any amendment, modification, supplement, waiver or modification other change for which no fee in excess of $10,000 is payable to the holders of the Subordinated Indebtedness and that (i) extends the maturity or forbearance reduces the amount of any repayment, prepayment or redemption of the principal of such Subordinated Indebtedness, (ii) reduces the rate or extends any date for payment of interest, premium (if any) or fees payable on such Subordinated Indebtedness or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents less restrictive on any applicable Credit Party); (b) any of the terms of any preferred Equity Interests of the Credit Parties (other than any such amendment, modification, supplement, waiver or other change for which no fee is payable to the holders of such preferred stock and that (i) extends the scheduled redemption date or reduces the amount of any scheduled redemption payment or (ii) reduces the rate or extend any date for payment of dividends thereon); (c) any of the terms of any document evidencing any Permitted CoCo Indebtedness in any manner materially adverse to the Lenders; or (d) any Credit Party’s Organizational Documents in any manner that could not reasonably be expected deemed to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

Modification of Certain Agreements. Each Credit Party The U.S. Borrower will not, and will not permit any of its Subsidiaries or Affiliates to, , (a) consent to any amendment, supplement, amendment and restatement, waiver or other modification of any of, or enter into any forbearance from exercising any rights with respect to, the terms or provisions contained in, or applicable to, the Management Services Agreement, the Tax Sharing Agreement, or the Merger Agreement or any schedules, exhibits or agreements related thereto, in each case which amendment, supplement, amendment and restatement, waiver, modification, or forbearance would adversely affect any Borrower's ability to perform hereunder or which would increase any Borrower's or any Subsidiary's obligations or liabilities, contingent or otherwise, except for such amendments, supplements, amendments and restatements, waivers, modifications or acts of forbearance which would not cause any Borrower or any Subsidiary to breach any of their obligations set forth herein or in any other Loan Document or which, in the reasonable judgment of the Required Lenders, would not be likely to detrimentally and materially affect Parent or any Borrower and any Subsidiary, or the rights, benefits or interests of any Secured Party; (b) consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or forbearance from exercising rights with respect to, any of the terms or provisions contained in or applicable to the Subordinated Indenture or the Subordinated Notes, except for such amendments, supplements, amendments and restatements, waivers, modifications or acts of forbearance (ai) any Organization Documents of a Credit Partywhich, in each casethe reasonable judgment of the Required Lenders, other than would not be likely to detrimentally and materially affect the rights, benefits or interests of the Agents, any Issuer or the Lenders or (ii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Subordinated Indenture under the Trust Indenture Act of 1939; and (c) without the prior written consent of the Agents, (i) optionally terminate the Permitted Receivables Transaction, or (ii) consent to any amendment, supplement, waiver or other modification to any of the terms of the documents, instruments and agreements delivered in connection with the Permitted Receivables Transaction, other than any such amendment, modification or forbearance that could change which (A) would extend the maturity thereof or (B) does not reasonably be expected to be materially adverse to in any way adversely affect the interests of the Secured Parties (except with Agents, the consent of Lenders or the Required Lenders) Issuers hereunder or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), Loan Documents or (cC) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”is of a technical or clarifying nature), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

Modification of Certain Agreements. Each Credit Party The Parent and the Borrower will not, and will not permit any of its their respective Subsidiaries or Affiliates to, consent to enter into any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in, (a) any Organization Documents of a Credit Party, in each casethe Sub Debt Documents, other than any amendment, supplement, waiver or modification for which no fee is payable to the holders of the Subordinated Debt and which (i) extends the date or forbearance that could reduces the amount of any required repayment, prepayment or redemption of the principal of such Subordinated Debt, (ii) reduces the rate or extends the date for payment of principal, interest, premium (if any) or fees payable on such Subordinated Debt, (iii) makes the covenants, events of default or remedies in such Sub Debt Documents less restrictive on the Borrower or the Parent, as the case may be or (iv) is otherwise not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, Parties; (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Affiliate Preferred Stock Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse for which no fee is payable to the interests holders of the Secured Parties Affiliate Preferred Stock and which (except with i) makes the consent covenants, events of default or remedies in such Affiliate Preferred Stock Documents less restrictive on the Parent, (ii) decreases the amount of cash dividends payable pursuant thereto or extends the date for payment of such dividends, (iii) extends the date or reduces the amount of any required redemption of the Required Lenders); provided, that, any amendment, supplement, waiver Affiliate Preferred Stock or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed (iv) is otherwise not adverse to the interests of the Secured Parties; or (c) any of their respective charters or by-laws in any manner which, when taken as a whole, could reasonably be expected to have a Material Adverse Effect.

Modification of Certain Agreements. Each Credit Party The Borrower will ---------------------------------- not, and will not permit any of its Subsidiaries or Affiliates Restricted Subsidiary to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in, or applicable to, the Investors Agreement, any Senior Subordinated Debt Document or any Transaction Document or any schedules, exhibits or agreements related thereto (the "Restricted Agreements"), --------------------- in each case which would materially adversely affect the rights or remedies of the Lenders or any Obligor's ability to perform under any Loan Document or which would (a) any Organization Documents of a Credit Party, increase the cash consideration payable in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests respect of the Secured Parties (except with the consent of the Required Lenders) or if required by lawMerger, (b) in the case of the Merger Agreement, increase the Borrower's or any documentof its Restricted Subsidiaries' obligations or liabilities, agreement contingent or instrument evidencing or governing any Indebtedness that has been subordinated otherwise (other than adjustments to the Obligations cash consideration payable in right respect of payment or secured by any Liens that have been subordinated in priority the Acquisition made pursuant to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such IndebtednessMerger Agreement), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectivelycase of any Senior Subordinated Debt Document, increase the “Acquisition Documents”)principal amount of, in each caseor increase the interest rate on, other than or add or increase any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable fee with respect to the Deferred Purchase Price shall be deemed adverse Indebtedness evidenced by such Senior Subordinated Debt Document, advance any dates upon which payments of principal or interest are due thereon or change any of the covenants with respect thereto in a manner which is more restrictive to the interests Borrower or any of its Restricted Subsidiaries (other than, in the case of the Secured PartiesBridge Notes, if any, a change that conforms to a corresponding change to the provisions hereof) or (d) in the case of any Senior Subordinated Debt Document, change the subordination provisions thereof (including any default or conditions to an event of default relating thereto), or change any collateral therefor (other than to release such collateral), if (in the case of this clause ------ (d)), the effect of such amendment or change, individually or together with all --- other amendments or changes made, is to increase the obligations of the obligor thereunder or to confer any additional rights on the holders of such Senior Subordinated Debt, (or a trustee or other representative on their behalf).

Modification of Certain Agreements. Each Credit Party The Borrower will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in, (a) any Organization Documents of a Credit Party, in each casethe Subordinated Debt Documents, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse for which no fee is payable to the interests holders of the Secured Parties Subordinated Debt and which (except with i) extends the consent date or reduces the amount of any required repayment, prepayment or redemption of the Required Lendersprincipal of such Subordinated Debt, (ii) reduces the rate or extends the date for payment of the interest, premium (if any) or if required by lawfees payable on such Subordinated Debt or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents less restrictive on the Borrower and its Subsidiaries; (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Designated Preferred Stock Documents”), in each case, other than any amendment, supplement, waiver or modification for which no fee is payable to the holders of the Designated Preferred Stock and which (i) extends the date or forbearance that reduces the amount of any required redemption of such Designated Preferred Stock, (ii) reduces the rate or extends the date for payment of dividends, premium (if any) or fees payable on such Designated Preferred Stock or (iii) makes the covenants, redemption provisions or remedies in such Designated Preferred Stock Documents less restrictive on the Borrower; (c) any documents with respect to Earn-out Obligations, which (i) accelerates the date or increases the amount of any required payment of such Earn-out Obligation, (ii) modifies any of the subordination terms thereof or (iii) makes the covenants, events of default or remedies in such documents with respect to Earn-out Obligations more onerous on the obligors thereunder; (d) the Organic Documents of (i) any Obligor, if the result thereof could not reasonably be expected to be have an adverse to effect on the interests ability of such Obligor to, and (ii) any Material Subsidiary of the Borrower (other than the Subsidiary Guarantor), if the result thereof could reasonably be expected to have a Material Adverse Effect on the ability of such Subsidiary to, in each case, comply with or satisfy its obligations hereunder or on the rights or remedies of any Secured Parties Party; or (except with e) the consent Greens Creek Joint Venture Agreement, if the result thereof could reasonably be expected to have an adverse affect on the ability of the Required Lenders); provided, that, Borrower or the Subsidiary Guarantor to comply with or satisfy its obligations hereunder or on the rights or remedies of any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured PartiesParty.

Modification of Certain Agreements. Each Credit Party Neither Holdings nor the Borrower will, nor will not, and will not it permit any of its Subsidiaries or Affiliates other Loan Party to, consent to or implement any termination, amendment, supplementmodification, supplement or waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in of (a) the certificate or articles of incorporation, articles of organization, bylaws, regulations or other constitutional documents of Holdings, the Borrower or any Organization Documents of a Credit other Loan Party, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any documentMaterial Contract to which it is a party, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by License which it possesses, (c) any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness)Bridge Agreement, or (cd) any Subordinated Debt Documents; provided, however, that the Loan Parties may amend or modify (i) the Acquisition Agreement documents referred to in clause (a) preceding if and to the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver extent that such amendment or modification or forbearance that could not reasonably be expected to be adverse to the interests ability of Borrower to repay the Loans or of the Secured Parties Administrative Agent or any Lender to realize on the Loans, provided, however, that none of such documents referred to in clause (except with a) preceding may be amended or modified as they relate to, in any way, any capital contribution to the consent Borrower or any obligation or agreement relating thereto, (ii) the Material Contracts referred to in clause (b) preceding if and to the extent that such amendment or modification could not reasonably be expected to have a material adverse effect on the validity or enforceability of the Required Lenders); provided, that, any amendment, supplement, waiver Liens thereon granted under the Security Documents,(ii) the Bridge Agreements referred to in clause (c) preceding if and to the extent that such amendment or modification or forbearance (A) does not reduce the "Minimum Annual Commitment" provided for under Section 10 of the Acquisition Documents such that any Credit Party or any Bridge Network Services Agreement, (B) does not amend Section 11.4 of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed Bridge Network Services Agreement in a manner adverse to the interests Borrower, (C) is pursuant to the reasonable requirements of the Secured PartiesBorrower's business and upon fair and reasonable terms no less favorable to the Borrower than an amendment or modification that would be agreed to in a comparable arms-length transaction with a Person not an Affiliate of the Borrower, and (D)could not reasonably be expected to be adverse to the ability of Borrower to repay the Loans or of the Administrative Agent or any Lender to realize on the Loans, and (iv) the Subordinated Debt Documents referred to in clause (d) preceding if and to the extent that such amendment or modification is not material and does not result in the Debt evidenced or governed thereby not being "Subordinated Debt" as such term is defined herein.

Modification of Certain Agreements. Each Credit Party The Borrower will not, and will not permit any of its Subsidiaries or Affiliates other Loan Party to, consent to or implement any termination, amendment, supplementmodification, supplement or waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in of (a) the certificate or articles of incorporation, articles of organization, bylaws, regulations or other constitutional documents of the Borrower or any Organization Documents of a Credit other Loan Party, (b) the Rights-of-Way Contribution Agreement, (c) any Material Contract to which it is a party, or any License with any Governmental Authority or Contract Rights-of-Way which it possesses, (d) any Subordinated Debt Documents, (e) any Master Rights-of-Way Agreements, the Approved Services Agreement or the Approved Tax Allocation Agreement, or (f) any agreements or documents with any Affiliate existing on the Closing Date; PROVIDED, HOWEVER, that the Loan Parties may amend or modify (i) the documents referred to in each case, other than any amendment, supplement, waiver CLAUSE (A) preceding if and to the extent that such amendment or modification is not substantive or forbearance material and could not be adverse to any Loan Party, the Administrative Agent or any Lender, PROVIDED, HOWEVER, that none of such documents referred to in CLAUSE (A) preceding may be amended or modified as they relate to, in any way, any capital contribution to the Borrower or any obligation or agreement relating thereto, (ii) the Material Contracts, Licenses and Contract Rights-of-Way referred to in CLAUSE (C) preceding if and to the extent that such amendment or modification could not reasonably be expected to be materially adverse to any Loan Party, the interests Administrative Agent or any Lender, (iii) the Subordinated Debt Documents referred to in CLAUSE (D) preceding if and to the extent that such amendment or modification is not material and does not result in the Debt evidenced or governed thereby not being "Subordinated Debt" as such term is defined herein and (iv) the agreements and documents referred to in CLAUSES (E) and (F) preceding if and to the extent that such amendment or modification (taken as a whole as to each such amendment or modification), in the judgment of the Secured Parties (except with the consent of the Required Lenders) or if required by lawAdministrative Agent, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, thatLoan Party, any amendment, supplement, waiver Agent or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured PartiesLenders.

Modification of Certain Agreements. Each Credit Party will notNone of Holdings, and will not permit the Borrower or any of its the Subsidiaries or Affiliates to, will consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to to, the terms or provisions contained in (a) any Organization Organic Documents of Holdings, the Borrower or any of the Subsidiaries, if the result would have a Credit Partymaterial adverse effect on the rights or remedies of the Administrative Agent or the Lenders under this Agreement or any Investment Document, (b) any agreement governing any Permitted Subordinated Indebtedness, if the result would shorten the maturity date thereof or advance the date on which any cash payment is required to be made thereon or would otherwise change any terms thereof in a manner adverse to the Administrative Agent or the Lenders (unless otherwise permitted by the applicable subordination agreement) or (c) any Key Contract, if the result could reasonably be expected to have a material and adverse effect on the Administrative Agent or the Lenders. Other than in a transaction contemplated under Section 8.3(a) or (k) or Section 8.8(c) or (m) (including, in each case, other than any amendmenttransfer of obligations in connection therewith) and solely to the extent that Holdings, supplementthe Borrower or a Subsidiary has an express contractual consent or approval right under a Designated Key Contract with respect to, waiver or modification would otherwise be required to consent to or forbearance that could not reasonably be expected approve such transaction for it to be materially adverse to effective, the interests of the Secured Parties (except with the consent of the Required Lenders) assignment or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange transfer of such Indebtedness)Designated Key Contract, or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectivelyany material rights or obligations thereunder, by a party thereto, none of Holdings, the “Acquisition Documents”), in each case, other than Borrower or such Subsidiary will agree to any amendment, supplement, waiver such assignment or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents transfer by such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Partiesparty.

Modification of Certain Agreements. Each Credit Party The Borrower will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in, (a) any Organization Documents of a Credit Party, in each casethe Subordinated Debt Documents, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse for which no fee is payable to the interests holders of the Secured Parties Subordinated Debt and which (except with i) extends the consent date or reduces the amount of any required repayment, prepayment or redemption of the Required Lendersprincipal of such Subordinated Debt, (ii) reduces the rate or extends the date for payment of the interest, premium (if any) or if required by lawfees payable on such Subordinated Debt or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents less restrictive on the Borrower and its Subsidiaries; (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Designated Preferred Stock Documents”), in each case, other than any amendment, supplement, waiver or modification for which no fee is payable to the holders of the Designated Preferred Stock and which (i) extends the date or forbearance that reduces the amount of any required redemption of such Designated Preferred Stock, (ii) reduces the rate or extends the date for payment of dividends, premium (if any) or fees payable on such Designated Preferred Stock or (iii) makes the covenants, redemption provisions or remedies in such Designated Preferred Stock Documents less restrictive on the Borrower; (c) any documents with respect to Earn-out Obligations, which (i) accelerates the date or increases the amount of any required payment of such Earn-out Obligation, (ii) modifies any of the subordination terms thereof or (iii) makes the covenants, events of default or remedies in such documents with respect to Earn-out Obligations more onerous on the obligors thereunder; (d) the Organic Documents of (i) any Obligor, if the result thereof could not reasonably be expected to have an adverse effect on the ability of such Obligor to, and (ii) any Material Subsidiary of the Borrower (other than the Subsidiary Guarantor), if the result thereof could reasonably be expected to have a Material Adverse Effect on the ability of such Subsidiary to, in each case, comply with or satisfy its obligations hereunder or on the rights or remedies of any Secured Party; or (e) any other Transaction Documents in any other manner adverse to the interests rights or remedies of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured PartiesLender.

Modification of Certain Agreements. (a) Each Credit Party of the Borrowers will not, and will not permit any of its respective Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in (a) in, or applicable to, the Recapitalization Agreement or the Purchase Agreement or any Organization Documents of a Credit Partyschedules, exhibits or agreements related thereto, in each casecase which would adversely affect the rights or remedies of the Lenders, other than or WWI's or any amendment, supplement, waiver Subsidiary's ability to perform hereunder or modification under any Loan Document or forbearance that could not reasonably be expected to be materially adverse which would increase the purchase price with respect to the interests Acquisition. (b) Except as otherwise permitted pursuant to the terms of this Agreement, without the Secured Parties (except with the prior written consent of the Required Lenders, WWI will not consent to any amendment, supplement or other modification of any of the terms or provisions contained in, or applicable to, any Subordinated Debt (including the Senior Subordinated Note Indenture or any of the Senior Subordinated Notes), or any guarantees delivered in connection with any Subordinated Debt (including any Subordinated Guaranty) (collectively, the "Restricted Agreements"), or make any payment in order to obtain an amendment thereof or change thereto, if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right effect of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver modification or other modification change is permitted under to (i) increase the terms principal amount of, or increase the interest rate on, or add or increase any fee with respect to such Subordinated Debt or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the subordination or intercreditor agreement applicable covenants with respect thereto or could not reasonably be expected in a manner which is more restrictive to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party WWI or any of their its Subsidiaries become directly or indirectly liable (ii) change any event of default or condition to an event of default with respect thereto, change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof, or change any collateral therefor (other than to release such collateral), if (in the Deferred Purchase Price shall be deemed adverse case of this clause (b)(ii)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the interests obligations of the Secured Partiesobligor thereunder or to confer any additional rights on the holders of such Subordinated Debt, or any such Restricted Agreement (or a trustee or other representative on their behalf).

Modification of Certain Agreements. Each Credit Party will notNone of the U.S. Borrower and the Canadian Borrower will, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (a) of any Organization Documents of a Credit Party, in each casethe Other Debt Documents, other than any amendment, supplement, waiver or modification or forbearance for which no fee that could not reasonably be expected to be materially adverse is unreasonable in amount is payable to the interests holders of such Indebtedness and which (x) extends the date or reduces the amount of any required repayment, prepayment or redemption of the Secured Parties (except with the consent principal of the Required LendersIndebtedness evidence thereby, (y) extends the date for payment of the interest, premium (if any) or if required fees payable on the Indebtedness evidenced thereby or (z) makes the covenants, events of default or remedies in respect of the Indebtedness evidence thereby less restrictive on the obligors thereunder, taken as a whole, as determined by lawthe reasonable judgment of the applicable Administrative Agent, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition other Material Transaction Documents”), in each case, other than any amendment, supplement, waiver or modification which would not materially impair, or forbearance that could not reasonably in any manner be expected to be materially adverse to to, the right, interests or obligations of the any Secured Parties Party under any Loan Document or (except with the consent c) any Organic Document of the Required Lenders); providedany Loan Party, that, other than any amendment, supplement, waiver or modification which would not materially impair, or forbearance in any manner be materially adverse to, the rights, interests or obligations of the Acquisition Documents such that any Credit Secured Party or under any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured PartiesLoan Document.

Modification of Certain Agreements. Each Credit Party will notAmend, and will not permit any of its Subsidiaries modify or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in change (a) any Organization Documents Organizational Document of any Borrower Loan Party, (b) the terms of the Management Agreement, (c) the terms of the definitive documentation of any Junior Debt constituting Material Debt (other than any such amendment, modification or other change (w) that would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or amount or extend the date for payment of interest thereon or relax or eliminate any covenant, event of default or other provision applicable to the Initial Borrower or any of the Restricted Subsidiaries, (x) that is pursuant to a Credit Partyrefinancing permitted by Section 6.8(i), (y) to the extent such amendment, modification or other change is effective, or is to provisions that become applicable, after the then Latest Maturity Date hereunder (as determined as of the time of such amendment, modification or other change is made) or (z) if immediately after giving effect thereto such Junior Debt with such revised terms could be incurred pursuant to Section 6.2 (such determination to be made as if such Junior Debt were incurred at such time and had not previously been incurred)) or (d) the terms of any Senior Secured Notes Document, any Senior Secured Bridge Document to the extent governing any Material Debt (if such amendment, modification or change would be prohibited by the terms of the Intercreditor Agreement), in each case, other than in any amendment, supplement, waiver or modification or forbearance manner that could not reasonably be expected to be is materially adverse to the interests of the Secured Parties Lenders, taken as a whole, as reasonably determined in good faith by the Initial Borrower (except with unless approved by the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required LendersAdministrative Agent); provided, thatthat in the case of clause (a) above, any amendment, supplement, waiver or modification or forbearance change to the Organizational Documents of the Acquisition Documents such that any Credit Borrower Loan Party to effectuate a change in form of entity or organization or any of their Subsidiaries become directly or indirectly liable with respect other transaction permitted by Section 6.5 shall be permitted, subject to the Deferred Purchase Price shall be deemed adverse to requirements under the interests of the Secured PartiesSecurity Documents.

Modification of Certain Agreements. Each Credit Party SIHL will not, and will ---------------------------------- not permit any of its Subsidiaries or Affiliates to, consent agree to or, in the case of the Relinquishment Agreement, vote in favor of, any amendment, supplement, waiver material amendment or other modification ofto the Relinquishment Agreement, the Omnibus Termination Agreement or the Resorts Purchase Agreement, or enter into any forbearance from exercising any rights with respect (to the terms extent not restricted by law) permit the Relinquishment Agreement, the Omnibus Termination Agreement or provisions contained the Resorts Purchase Agreement to be materially amended without, in the case of the Relinquishment Agreement and the Omnibus Termination Agreement, the prior written consent of the Required Lenders, or, in the case of the Resorts Purchase Agreement, the prior written consent of the Managing Agents, which may be withheld in the sole discretion of the Required Lenders or the Managing Agents, as applicable; it being acknowledged and agreed by the parties hereto that any amendment or other modification which would have the effect of (ai) reducing any Organization Documents fees paid to SIHL or any Subsidiary under the Relinquishment Agreement, (ii) shortening the term of the Relinquishment Agreement or (iii) allowing the fees or other amounts payable under the Relinquishment Agreement to be paid to any Person or Persons other than TCA, SIHL or a Credit PartyGuarantor, shall, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected deemed to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Partiesmaterial.

Modification of Certain Agreements. Each (a) No Credit Party will notamend, and will not permit any of its Subsidiaries modify, supplement, waive or Affiliates tootherwise change, or consent or agree to any amendment, modification, supplement, waiver or other modification ofchange to, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance ’s Organizational Documents that could not would reasonably be expected to be materially adverse to adversely affect the interests of Administrative Agent and the Secured Parties (except with the consent of the Required Lenders) or if required by law, Lenders in any material respect. (b) No Credit Party will, nor shall it permit any documentof its Restricted Subsidiaries to, agreement amend, modify, supplement, waive or instrument evidencing otherwise change, or governing consent or agree to any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, modification, supplement, waiver or other modification is permitted under change to, or enter into any forbearance from exercising any rights with respect to the terms of the subordination or intercreditor agreement applicable thereto provisions contained in any Subordinated Debt Document or could not reasonably be expected to be materially adverse to the interests of the Secured Parties Junior Lien Debt Document governing or evidencing Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, that constitutes Material Indebtedness (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendmentmodification, supplement, waiver or modification other change (x) which does not adversely affect the Administrative Agent or forbearance the Lenders in any material respect or (y) for which no fee is payable to the holders of such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, and that (i) extends the maturity or reduces the amount of any repayment, prepayment or redemption of the Acquisition principal of such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, (ii) reduces the rate or extends any date for payment of interest, premium (if any) or fees payable on such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable or (iii) makes the covenants, events of default or remedies in such -195- Subordinated Debt Documents such that or Junior Lien Debt Document, as applicable, less restrictive on any applicable Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured PartiesParty).

Modification of Certain Agreements. Each (a) No Credit Party will notamend, and will not permit any of its Subsidiaries modify, supplement, waive or Affiliates tootherwise change, or consent or agree to any amendment, modification, supplement, waiver or other modification ofchange to, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance ’s Organizational Documents that could not would reasonably be expected to be materially adverse to adversely affect the interests of Administrative Agent and the Secured Parties (except with the consent of the Required Lenders) or if required by law, Lenders in any material respect. (b) No Credit Party will, nor shall it permit any documentof its Restricted Subsidiaries to, agreement amend, modify, supplement, waive or instrument evidencing otherwise change, or governing consent or agree to any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, modification, supplement, waiver or other modification is permitted under change to, or enter into any forbearance from exercising any rights with respect to the terms of the subordination or intercreditor agreement applicable thereto provisions contained in any Subordinated Debt Document or could not reasonably be expected to be materially adverse to the interests of the Secured Parties Junior Lien Debt Document governing or evidencing Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, that constitutes Material Indebtedness (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendmentmodification, supplement, waiver or modification other change (x) which does not adversely affect the Administrative Agent or forbearance the Lenders in any material respect or (y) for which no fee is payable to the holders of such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, and that (i) extends the maturity or reduces the amount of any repayment, prepayment or redemption of the Acquisition principal of such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, (ii) reduces the rate or extends any date for payment of interest, premium (if any) or fees payable on such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents such that or Junior Lien Debt Document, as applicable, less restrictive on any applicable Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured PartiesParty).

Modification of Certain Agreements. Each Credit Party The Borrower will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in, (a) any Organization Documents of a Credit Party, in each casethe Subordinated Debt Documents, other than any amendment, supplement, waiver or modification which (i) extends the date or forbearance that could not reasonably be expected to be materially adverse to reduces the interests amount of any required repayment, prepayment or redemption of the Secured Parties (except with the consent principal of the Required LendersSubordinated Debt subject to such Subordinated Debt Documents, (ii) reduces the rate or extends the date for payment of the interest, premium (if any) or if required by lawfees payable on the Subordinated Debt subject to such Subordinated Debt Documents or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents less restrictive on the Borrower; (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Permitted Revenue Bond Documents”), in each case, other than any amendment, supplement, waiver or modification which (i) extends the date or forbearance that reduces the amount of any required repayment, prepayment or redemption of the principal of the Permitted Revenue Bond Indebtedness or the Economic Development Revenue Bonds, (ii) reduces the rate or extends the date for payment of the interest, premium (if any) or fees payable on the Permitted Revenue Bond Indebtedness or the Economic Development Revenue Bonds, or (iii) makes the covenants, events of default, remedies or other terms in such Permitted Revenue Bond Documents less restrictive on the Borrower and the State of Montana; (c) the Stockholders Agreement or the Good Neighbor Agreement, other than any amendment, supplement, waiver or modification which could not reasonably be expected to be adverse in any material respect to the interests of Lenders or which is consented to by the Secured Parties Administrative Agent; and (except with the consent of the Required Lenders); providedd) any Material Supply Contracts, that, other than any amendment, supplement, supplement waiver or modification or forbearance of that does not adversely affect the Acquisition Documents such that any Credit Party Borrower or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Partiesother Obligor.

Modification of Certain Agreements. (a) Each Credit Party of the Borrowers will not, and will not permit any of its respective Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in (a) in, or applicable to, the Recapitalization Agreement or the Purchase Agreement or any Organization Documents of a Credit Partyschedules, exhibits or agreements related thereto, in each casecase which would adversely affect the rights or remedies of the Lenders, other than or WWI's or any amendment, supplement, waiver Subsidiary's ability to perform hereunder or modification under any Loan Document or forbearance that could not reasonably be expected to be materially adverse which would increase the purchase price with respect to the interests Transaction. (b) Except as otherwise permitted pursuant to the terms of this Agreement, without the Secured Parties (except with the prior written consent of the Required Lenders, WWI will not consent to any amendment, supplement or other modification of any of the terms or provisions contained in, or applicable to, any Subordinated Debt (including the Senior Subordinated Note Indenture or any of the Senior Subordinated Notes), or any guarantees delivered in connection with any Subordinated Debt (including any Subordinated Guaranty) (collectively, the "Restricted Agreements"), or make any payment in order to obtain an amendment thereof or change thereto, if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right effect of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver modification or other modification change is permitted under to (i) increase the terms principal amount of, or increase the interest rate on, or add or increase any fee with respect to such Subordinated Debt or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the subordination or intercreditor agreement applicable covenants with respect thereto or could not reasonably be expected in a manner which is more restrictive to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party WWI or any of their its Subsidiaries become directly or indirectly liable (ii) change any event of default or condition to an event of default with respect thereto, change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof, or change any collateral therefor (other than to release such collateral), if (in the Deferred Purchase Price shall be deemed adverse case of this clause (b)(ii)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the interests obligations of the Secured Partiesobligor thereunder or to confer any additional rights on the holders of such Subordinated Debt, or any such Restricted Agreement (or a trustee or other representative on their behalf).

Modification of Certain Agreements. Each Credit Party The Company will not, and will not permit any of its Restricted Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in, or applicable to, the Transaction Agreement, the Investors' Agreement, the 1998 Subordinated Note Documents or the New Subordinated Note Documents or any schedules, exhibits or agreements related thereto (the "RESTRICTED AGREEMENTS"), in each case which would materially adversely affect the rights or remedies of the Lenders, or any Obligor's ability to perform under any Loan Document or which would (a) any Organization Documents of a Credit Party, decrease the cash consideration payable in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests respect of the Secured Parties (except with the consent of the Required Lenders) or if required by lawDivestiture, (b) increase the Company's or any documentRestricted Subsidiary's obligations or liabilities, agreement contingent or instrument evidencing or governing any Indebtedness that has been subordinated otherwise (other than adjustments to the Obligations cash consideration payable in right respect of payment or secured by any Liens that have been subordinated in priority the Divestiture made pursuant to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such IndebtednessTransaction Agreement), or (c) increase the Acquisition Agreement and principal amount of, or increase the Ancillary Agreements (as defined in the Acquisition Agreement) (collectivelyinterest rate on, the “Acquisition Documents”), in each case, other than or add or increase any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable fee with respect to the Deferred Purchase Price shall be deemed adverse Indebtedness evidenced by the 1998 Subordinated Notes, the New Subordinated Notes or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the covenants with respect thereto in a manner which is more restrictive to the interests Borrower or any of its Restricted Subsidiaries or (d) in the case of any 1998 Subordinated Notes Documents or any New Subordinated Note Documents, change the subordination provisions thereof (including any default or conditions to an event of default relating thereto), or change any collateral therefor (other than to release such collateral), if (in the case of this CLAUSE (d)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the obligations of the Secured Parties.obligor thereunder or to confer any additional rights on the holders of the 1998 Subordinated Notes, the New Subordinated Notes or any such Restricted Agreement (or a trustee or other representative on their behalf) SECTION 2.38. SECTION 7.2.11 of the Credit Agreement is hereby amended by adding at the end of CLAUSE (c) thereof a new proviso to read as follows: PROVIDED, HOWEVER, that payments in respect of such obligations to DLJ Merchant Banking II, Inc. and its successors and assigns shall not exceed $250,000 in the aggregate during any twelve-month period, SECTION 2.39. SECTION 7.2 of the Credit Agreement is hereby further amended by adding at the end thereof two new subsections to read as follows:

Modification of Certain Agreements. Each Credit Party (a) The Borrower will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in (a) in, or applicable to, the Recapitalization Agreement or any Organization Documents of a Credit Partyschedules, exhibits or agreements related thereto, in each casecase which would adversely affect the rights or remedies of the Lenders, or the Borrower's or any Subsidiary's ability to perform hereunder or under any Loan Document or which would increase the purchase price with respect to the Transactions, or, in the case of the Recapitalization Agreement, which would increase the Borrower's or any of its Subsidiaries' obligations or liabilities, contingent or otherwise (other than adjustments to the purchase price made pursuant to the terms of the Recapitalization Agreement). (b) The Borrower will not (i) consent to any amendment, supplement, restatement, waiver or other modification of any of the terms or forbearance that could not reasonably be expected provisions contained in, or applicable to, the Subordinated Notes or the Senior Subordinated Increasing Rate Note Purchase Agreement, or, when issued, the Senior Subordinated High Yield Notes or any guarantees delivered in connection with the Subordinated Notes (including the Subordinated Guaranty relating thereto) or, when issued, the Senior Subordinated High Yield Notes (collectively, the "Restricted Agreements"), which either relates to be materially the subordination terms thereof or which is adverse to the interests of the Secured Parties Lenders, or (except with the consent of the Required Lendersii) or if required by law, (b) make any document, agreement or instrument evidencing or governing payment to obtain any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, restatement, waiver or other modification is permitted under the of any other terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness)provisions contained in, or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectivelyapplicable to, the “Acquisition Documents”)Subordinated Notes or the Senior Subordinated Increasing Rate Note Purchase Agreement, in each caseor, when issued, the Senior Subordinated High Yield Notes other than any amendment, supplement, waiver consent solicitation fee payments not intended as disguised redemption or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Partiespurchase payments.

Modification of Certain Agreements. Each Credit Party The Borrower will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in: (a) any Organization Documents Material Contract (including, without limitation, any Acquisition Document), including waiving any default or termination event under, or breach of a Credit Partyor violation of, any term or condition of any Material Contract, or agree in each case, any manner to any other than any amendment, supplement, waiver or modification or forbearance change of any term or condition of any Material Contract, or permitting an Operator (or any relevant third party) directly or indirectly to cancel or terminate any Material Contract or permit, consent to or accept any cancellation or termination thereof, or otherwise take any other action in connection with any Material Contract that could not reasonably be expected to would materially impair the value of the interest or rights of Borrower or its Subsidiaries thereunder or that would be materially adverse to the interests of the Secured Parties (except with Lenders in respect thereof, unless, in each case, the consent Borrower has provided prior notice of the Required Lenders) amendment, supplement, waiver or if required by lawother modification of, or forbearance, to the Agent and the Agent has consented to such amendment, supplement, waiver, modification or forbearance; (b) the Organic Documents of the Borrower or any documentof its Subsidiaries, agreement if the result would have an adverse effect on the rights or instrument evidencing remedies of any Secured Party; and (c) any of the Permitted Unsecured Debt Documents, unless the Borrower has provided prior notice of the amendment, supplement, waiver or governing any Indebtedness that has been subordinated other modification to the Obligations in right of payment or secured by any Liens that have been subordinated in priority Agent and the Agent has consented to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each casemodification, other than any such amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except permitted in accordance with the consent provisions of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Partiesthis Agreement.

Modification of Certain Agreements. Each Credit Party ACT will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in in, (a) any Organization (i) the Transaction Documents to which Obligor is a party (other than the Subordinated Debt Documents) if the result thereof could reasonably be expected to have a material and adverse effect on the Lenders or (ii) the Organic Documents of any Obligor, if the result thereof could reasonably be expected to have a Credit PartyMaterial Adverse Effect (it being agreed that any modification of any such Organic Document or Transaction Document would not have an adverse effect on the Lenders or Material Adverse Effect, in each caseas the case may be, if such modification is made to effectuate a transaction otherwise permitted by the terms of any Loan Document); or (b) the Subordinated Debt Documents, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse for which no fee is payable to the interests holders of the Secured Parties Subordinated Debt and which (except with i) extends the consent date or reduces the amount of any required repayment, prepayment or redemption of the Required Lendersprincipal of such Subordinated Debt, (ii) reduces the rate or extends the date for payment of the interest, premium (if any) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless fees payable on such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), Subordinated Debt or (ciii) makes the Acquisition Agreement and covenants, events of default or remedies in such Subordinated Debt Documents less restrictive on the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured PartiesObligors.

Modification of Certain Agreements. Each Credit Party Without the prior written consent of the Required Lenders, the Borrower will not, and will not permit any of its the Restricted Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in, or applicable to, any Material Document or any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction ("Permitted Receivables Transaction Documents") or any schedules, exhibits or agreements related thereto (the "Restricted Agreements"), in each case which would (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver materially adversely affect the rights or modification or forbearance that could not reasonably be expected to be materially adverse to the interests remedies of the Secured Parties (except with Lenders, or the consent of the Required Lenders) Borrower's or if required by law, any other Obligor's ability to perform hereunder or under any Loan Document or (b) except in the case of any documentPermitted Receivables Transaction Document, agreement increase the principal amount of, or instrument evidencing increase the interest rate on, or governing add or increase any Indebtedness that has been subordinated fee with respect to any Other Transaction Indebtedness, any Permitted Subordinated Debt any Permitted Senior Debt or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the covenants with respect thereto in a manner which is more restrictive to the Obligations in right of payment Borrower or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), Restricted Subsidiaries or (c) in the Acquisition Agreement case of the Subordinated Notes, the Subordinated Note Indenture or any Permitted Subordinated Debt Document, change the subordination provisions thereof (including any default or conditions to an event of default relating thereto), or change any collateral therefor (other than to release such collateral), if (in the case of this clause (c)), the effect of such amendment or change, individually or together with all other amendments or changes made, is to increase the obligations of the obligor thereunder or to confer any additional rights on the holders of such Subordinated Notes or such Permitted Subordinated Debt (or a trustee or other representative on their behalf). The Borrower agrees that it will not, and not permit any of its Restricted Subsidiaries to, in connection with the Ancillary Agreements exercise of any right or remedy, as a secured creditor, with respect to any Common Collateral (as defined in the Acquisition Intercreditor Agreement) by the Trustee (collectively, as defined in the “Acquisition Documents”Intercreditor Agreement) or the Noteholders (as defined in the Intercreditor Agreement), in each casetransfer, other than any amendmentdeliver or pay, supplementas applicable, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests Trustee or any Noteholder any Common Collateral or any proceeds of Common Collateral in contravention of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured PartiesIntercreditor Agreement.