Common use of Modification of Certain Documents Clause in Contracts

Modification of Certain Documents. No Group Member shall do any of the following: (a) waive or otherwise modify any term of any Organizational Document of, or otherwise change the capital structure of, any Group Member, as applicable, in each case, except for those modifications and waivers that do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (b) waive or otherwise modify any term of any agreement, note, instrument, document or other writing evidencing Permitted Indebtedness secured by a Lien permitted under Section 6.02(c), in any case, except for those modifications and waivers that do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (c) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); or (d) waive or otherwise modify any term of any other Indebtedness that is subordinated in full to the Obligations if the effect thereof on such Indebtedness is to (i) increase the interest rate, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any covenant with respect thereto, (v) modify any subordination provision in a manner adverse to any Group Member or any Secured Party, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (vii) materially increase any obligation of any Group Member or confer additional material rights to the holder of such Indebtedness in a manner adverse to any Group Member or any Secured Party.

Modification of Certain Documents. No Group Member Borrower shall do any of the following: (a) waive or otherwise modify any term of any Organizational Related Document (other than the terms of any Subordinated Debt) or any Constituent Document of, or otherwise change the capital structure of, any Group Member, as applicableBorrower (including the terms of any of their outstanding Equity Interests or Equity Equivalents), in each case, case except for those modifications and waivers that (x) do not elect, or permit the election, to treat the Equity Interests or Equity Equivalents of any limited liability company (or similar entity) as certificated, (y) do not materially and adversely affect the interests rights and privileges of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent Borrower and (which consent shall not be unreasonably withheld or delayed); (bz) waive or otherwise modify any term of any agreement, note, instrument, document or other writing evidencing Permitted Indebtedness secured by a Lien permitted under Section 6.02(c), in any case, except for those modifications and waivers that do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (c) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); orCollateral; (db) waive or otherwise modify any term of any other Indebtedness that is subordinated in full to the Obligations Subordinated Debt if the effect thereof on such Indebtedness Subordinated Debt is to (i) increase the interest rate, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any covenant with respect thereto, (v) modify any subordination provision in a manner adverse to any Group Member or any Secured Partyprovision, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (vii) materially increase any obligation of any Group Member Borrower or confer additional material rights to the holder of such Indebtedness Subordinated Debt in a manner adverse to any Group Member Borrower or any Secured Party.

Modification of Certain Documents. No Group Member shall do any of the following: (a) waive or otherwise modify (i) any term of the Verizon TRS Acquisition Agreement or Hands On Merger Agreement or any Organizational other Related Document of, or otherwise change (other than the capital structure of, Second Lien Documents) in any Group Member, as applicable, in each case, except for those modifications and waivers material respect that do not materially and adversely affect is adverse to the interests of any Secured Party under the Loan Documents or in the Collateral, or (ii) any term of any Constituent Document of any Group Member, or otherwise change the capital structure of any Group Member (including the terms of any of their outstanding Stock or Stock Equivalents), in any material respect or in any respect adverse to which a the interests of any Secured Party under the Loan Party is a party Documents or in the Collateral without (provided that the prior written consent Borrower may amend the Certificate of the Administrative Agent (which consent shall not be unreasonably withheld or delayedIncorporation in accordance with Section 7.15);. (b) waive or otherwise modify any term of (A) any agreement, note, instrument, document or other writing evidencing Permitted Indebtedness secured by a Lien permitted under Section 6.02(c), in any case, except for those modifications and waivers that do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (c) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); or (d) waive or otherwise modify any term of any other Indebtedness that is subordinated in full to the Obligations Subordinated Debt if the effect thereof on such Indebtedness Subordinated Debt is to (i) increase the non-default interest raterate by more than 2.0% per annum, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any covenant with respect thereto, (v) modify any subordination provision in a manner adverse to any Group Member or any Secured Partyprovision, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (vii) materially increase any obligation of any Group Member or confer additional material rights to the holder of such Indebtedness Subordinated Debt in a manner adverse to any Group Member or any Secured Party, or (B) any Material Contract in a manner materially adverse to the interests of any Secured Party under the Loan Documents or in the Collateral. (c) waive or otherwise modify any term of the First Lien Loan Documents, other than any such waiver or modification that is permitted to be made pursuant to the Intercreditor Agreement.

Modification of Certain Documents. No Group Member shall do any of the following: (a) waive or otherwise modify any term of any Organizational Related Document (other than any Second Lien Loan Document), the Acquisition Agreement (or related documents) or any Constituent Document of, or otherwise change the capital structure of, any Group Member, as applicableMember (including the terms of any of their outstanding Stock or Stock Equivalents), in each case, case except for those AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. modifications and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated unless the certificates issued thereunder to any Loan Party are delivered to the Administrative Agent and (y) do not materially adversely affect the rights and privileges of any Group Member and do not materially adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Collateral; (b) waive or otherwise modify any term of any agreementSecond Lien Loan Document, note, instrument, document or other writing evidencing Permitted Indebtedness secured by a Lien except as may be permitted under Section 6.02(c), in any case, except for those modifications and waivers that do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Intercreditor Agreement; (c) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); or (d) waive or otherwise modify any term of any Subordinated Debt held by a Person other Indebtedness that is subordinated in full to the Obligations than a Loan Party if the effect thereof on such Indebtedness Subordinated Debt is to (i) increase the interest rate, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any covenant with respect thereto, (v) modify any subordination provision in a manner adverse to any Group Member or any Secured Partyprovision, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (vii) materially increase any obligation of any Group Member or confer additional material rights to the holder of such Indebtedness Subordinated Debt in a manner adverse to any Group Member or any Secured Party.

Modification of Certain Documents. No Group Member shall do any of the following: (a) waive or otherwise modify any term of any Organizational Related Document (other than any First Lien Loan Document, the Sponsor PIK Notes or the terms of any Subordinated Debt) or any Constituent Document of, or otherwise change the capital structure of, any Group Member, as applicableMember (including the terms of any of their outstanding Stock or Stock Equivalents), in each case, case except for those modifications and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated and (y) do not materially and adversely affect the rights and privileges of any Group Member and do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Collateral; (b) waive or otherwise modify any term of (i) any agreement, note, instrument, document First Lien Loan Document if such waiver or other writing evidencing Permitted Indebtedness secured modification is prohibited by a Lien permitted under Section 6.02(c), in the Intercreditor Agreement or (ii) any case, except for those modifications and waivers that do not materially and adversely affect Subordinated Debt (including the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (cSponsor PIK Notes) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); or (d) waive or otherwise modify any term of any other Indebtedness that is subordinated in full to the Obligations if the effect thereof on such Indebtedness Subordinated Debt is to (iA) increase the interest rate, (iiB) change the due dates for principal or interest, other than to extend such dates, (iiiC) modify any default or event of default, other than to delete it or make it less restrictive, (ivD) add any covenant with respect thereto, (vE) modify any subordination provision in a manner adverse to any Group Member or any Secured Partyprovision, (viF) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (viiG) materially increase any obligation of any Group Member or confer additional material rights to the holder of such Indebtedness in a manner adverse to any Group Member or any Secured Party; or (c) permit the Obligations to cease qualifying as “Designated Senior Debt” or “Senior Debt” as defined in the Sponsor PIK Notes.

Modification of Certain Documents. No Group Member shall do any of the following: (a) waive or otherwise modify any term of any Organizational Related Document (other than any Second Lien Loan Document, the Sponsor PIK Notes or the terms of any Subordinated Debt) or any Constituent Document of, or otherwise change the capital structure of, any Group Member, as applicableMember (including the terms of any of their outstanding Stock or Stock Equivalents), in each case, except for those modifications and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated and (y) do not materially and adversely affect the rights and privileges of any Group Member and do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Collateral; (b) waive or otherwise modify any term of (i) any agreement, note, instrument, document Second Lien Loan Document if such waiver or other writing evidencing Permitted Indebtedness secured modification is prohibited by a Lien permitted under Section 6.02(c), in the Intercreditor Agreement or (ii) any case, except for those modifications and waivers that do not materially and adversely affect Subordinated Debt (including the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (cSponsor PIK Notes) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); or (d) waive or otherwise modify any term of any other Indebtedness that is subordinated in full to the Obligations if the effect thereof on such Indebtedness Subordinated Debt is to (iA) increase the interest rate, (iiB) change the due dates for principal or interest, other than to extend such dates, (iiiC) modify any default or event of default, other than to delete it or make it less restrictive, (ivD) add any covenant with respect thereto, (vE) modify any subordination provision in a manner adverse to any Group Member or any Secured Partyprovision, (viF) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (viiG) materially increase any obligation of any Group Member or confer additional material rights to the holder of such Indebtedness in a manner adverse to any Group Member or any Secured Party. (c) permit the Obligations to cease qualifying as “Designated Senior Debt” or “Senior Debt” as defined in the Sponsor PIK Notes.

Modification of Certain Documents. No Group Member shall do any of the following: (a) waive or otherwise modify any term of any Organizational Related Document (other than any First Lien Loan Document), the Acquisition Agreement (or related documents) or any Constituent Document of, or otherwise change the capital structure of, any Group Member, as applicableMember (including the terms of any of their outstanding Stock or Stock Equivalents), in each case, case except for those modifications and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated unless the certificates issued thereunder to any Loan Party are delivered to the Administrative Agent and (y) do not materially adversely affect the rights and privileges of any Group Member and do not materially adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Collateral; (b) waive or otherwise modify any term of any agreementFirst Lien Loan Document, note, instrument, document or other writing evidencing Permitted Indebtedness secured by a Lien except as may be permitted under Section 6.02(c), in any case, except for those modifications and waivers that do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Intercreditor Agreement; (c) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); or (d) waive or otherwise modify any term of any Subordinated Debt held by a Person other Indebtedness that is subordinated in full to the Obligations than a Loan Party if the effect thereof on such Indebtedness Subordinated Debt is to (i) increase the interest rate, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any covenant with respect thereto, (v) modify any subordination provision in a manner adverse to any Group Member or any Secured Partyprovision, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (vii) materially increase any obligation of any Group Member or confer additional material rights to the holder of such Indebtedness Subordinated Debt in a manner adverse to any Group Member or any Secured Party.

Modification of Certain Documents. No Group Member shall do any of the following: (a) waive or otherwise modify (i) any term of the Verizon TRS Acquisition Agreement or Hands On Merger Agreement or any Organizational other Related Document of, or otherwise change (other than the capital structure of, Second Lien Documents) in any Group Member, as applicable, in each case, except for those modifications and waivers material respect that do not materially and adversely affect is adverse to the interests of any Secured Party under the Loan Documents or in the Collateral, or (ii) any term of any Constituent Document of any Group Member, or otherwise change the capital structure of any Group Member (including the terms of any of their outstanding Stock or Stock Equivalents), in any material respect or in any respect adverse to which a the interests of any Secured Party under the Loan Party is a party Documents or in the Collateral without (provided that the prior written consent Borrower may amend the Certificate of the Administrative Agent (which consent shall not be unreasonably withheld or delayedIncorporation in accordance with Section 7.15);. (b) waive or otherwise modify any term of (A) any agreement, note, instrument, document or other writing evidencing Permitted Indebtedness secured by a Lien permitted under Section 6.02(c), in any case, except for those modifications and waivers that do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (c) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); or (d) waive or otherwise modify any term of any other Indebtedness that is subordinated in full to the Obligations Subordinated Debt if the effect thereof on such Indebtedness Subordinated Debt is to (i) increase the non-default interest raterate by more than 2.0% per annum, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any covenant with respect thereto, (v) modify any subordination provision in a manner adverse to any Group Member or any Secured Partyprovision, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (vii) materially increase any obligation of any Group Member or confer additional material rights to the holder of such Indebtedness Subordinated Debt in a manner adverse to any Group Member or any Secured Party, or (B) any Material Contract in a manner materially adverse to the interests of any Secured Party under the Loan Documents or in the Collateral. (c) waive or otherwise modify any term of the Second Lien Loan Documents, other than any such waiver or modification that is permitted to be made pursuant to the Intercreditor Agreement.

Modification of Certain Documents. No Group Member shall do any of the following: (a) waive waive, amend or otherwise modify any term of any Organizational Document of, or otherwise change the capital structure of, any Group Member, as applicable, in each case, except for those modifications and waivers that do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Collateral; (b) waive waive, amend or otherwise modify any term of any agreement, note, instrument, document or other writing evidencing Permitted Indebtedness secured by a Lien permitted under Section 6.02(c), in any case, except for those modifications and waivers Acquisition Document that do not materially and adversely affect would reasonably be expected to be adverse to the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed);Lenders; or (c) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); or (d) waive or otherwise modify any term of any other Indebtedness that is subordinated in full to the Obligations if the effect thereof on such Indebtedness is to (i) increase the interest rate, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any covenant with respect thereto, (v) modify any subordination provision in a manner adverse to any Group Member or any Secured Party, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (vii) materially increase any obligation of any Group Member or confer additional material rights to the holder of such Indebtedness in a manner adverse to any Group Member or any Secured Party.

Modification of Certain Documents. No Group Member shall do any of the following: (a) waive or otherwise modify any term of of, or provide any Organizational consent under, any Related Document (other than any First Lien Loan Document and the Cholestech Acquisition Agreement) or any Constituent Document of, or otherwise change the capital structure of, any Group Member, as applicableMember (including the terms of any of their outstanding Stock or Stock Equivalents), in each case, case except for those modifications modifications, consents and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated and (y) do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Collateral; (b) waive or otherwise modify any term of any agreement, note, instrument, document Subordinated Debt (or other writing evidencing Permitted Indebtedness secured by a Lien permitted under Section 6.02(c), in any case, except for those modifications and waivers that do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (cSubordinated Convertible Notes Document) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); or (d) waive or otherwise modify any term of any other Indebtedness that is subordinated in full to the Obligations if the effect thereof on such Indebtedness Subordinated Debt is to (i) increase the interest rate, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any material covenant with respect thereto, (v) modify any subordination provision in a manner adverse to any Group Member or any Secured Partyprovision, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (vii) materially increase any obligation of any Group Member or confer additional material rights to the holder of such Indebtedness Subordinated Debt in a manner adverse to any Group Member or any Secured Party. (c) amend, or enter into supplementary agreements with respect to, the P&G JV Agreements in a manner which could reasonably be expected to have a Material Adverse Effect without the prior written consent of Administrative Agent; provided that the Borrower shall provide Administrative Agent with a copy of any such material amendment or supplementary agreement. (d) waive or otherwise modify any term of the First Lien Loan Documents, other than any such waiver or modification that is permitted to be made pursuant to the Intercreditor Agreement. 76 (e) permit any Indebtedness (other than the Obligations and the First Lien Obligations) to qualify as "Designated Senior Indebtedness" under the Subordinated Convertible Notes Indenture or any other Subordinated Convertible Notes Document or permit the Obligations to cease qualifying as such or as "Senior Indebtedness" as defined in the Subordinated Convertible Notes Indenture.

Modification of Certain Documents. No Group Member Borrower shall do any of the following: (a) waive or otherwise modify any term of any Organizational Related Document (other than the terms of any Subordinated Debt) or any Constituent Document of, or otherwise change change (b) the capital structure of, any Group Member, as applicableBorrower (including the terms of any of their outstanding Equity Interests or Equity Equivalents), in each case, case except for those modifications and waivers that (x) do not elect, or permit the election, to treat the Equity Interests or Equity Equivalents of any limited liability company (or similar entity) as certificated, (y) do not materially and adversely affect the interests rights and privileges of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent Borrower and (which consent shall not be unreasonably withheld or delayed); (bz) waive or otherwise modify any term of any agreement, note, instrument, document or other writing evidencing Permitted Indebtedness secured by a Lien permitted under Section 6.02(c), in any case, except for those modifications and waivers that do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (c) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Collateral; or (d) waive or otherwise modify any term of any other Indebtedness that is subordinated in full to the Obligations Subordinated Debt if the effect thereof on such Indebtedness Subordinated Debt is to (i) increase the interest rate, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any covenant with respect thereto, (v) modify any subordination provision in a manner adverse to any Group Member or any Secured Partyprovision, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (vii) materially increase any obligation of any Group Member Borrower or confer additional material rights to the holder of such Indebtedness Subordinated Debt in a manner adverse to any Group Member Borrower or any Secured Party.

Modification of Certain Documents. No Group Member shall do any of the following: (a) waive or otherwise modify any term of any Organizational Constituent Document of, or otherwise change the capital structure of, any Group Member, as applicableMember (including the terms of any of their outstanding Stock or Stock Equivalents), in each case, case except for those modifications and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated and (y) do not materially and adversely affect the interests rights and privileges of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (b) waive or otherwise modify any term of any agreement, note, instrument, document or other writing evidencing Permitted Indebtedness secured by a Lien permitted under Section 6.02(c), in any case, except for those modifications Group Member and waivers that do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (c) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); orCollateral; (db) waive or otherwise modify any term of any other Indebtedness that is subordinated in full to the Obligations Subordinated Debt (or any documentation governing any Subordinated Debt) if the effect thereof on such Indebtedness Subordinated Debt is to (i) increase the interest rate, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any covenant with respect theretothereto that would make it more restrictive than this Agreement, (v) modify any subordination provision in a manner adverse to any Group Member or any Secured Partythe Lenders, or, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith therewith; or (c) permit any Indebtedness (other than the Obligations) to qualify as “Designated Senior Debt” (or a similar concept) under any documentation governing any Subordinated Debt or permit the Obligations to cease qualifying as such or as “Senior Debt” (viior a similar concept) materially increase as defined in any obligation of documentation governing any Group Member or confer additional material rights to the holder of such Indebtedness in a manner adverse to any Group Member or any Secured PartySubordinated Debt.

Modification of Certain Documents. No Group Member shall do any of the following: (a) waive or otherwise modify any term of any Organizational Related Document (other than the terms of any Subordinated Debt or any Second Lien Loan Documents) or any Constituent Document of, or otherwise change the capital structure of, any Group MemberMember (including the terms of any of their outstanding Stock or Stock Equivalents, as applicableincluding the Convertible Participating Shares), in each case, case except for those modifications and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated and (y) do not materially and adversely affect the interests rights and privileges of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (b) waive or otherwise modify any term of any agreement, note, instrument, document or other writing evidencing Permitted Indebtedness secured by a Lien permitted under Section 6.02(c), in any case, except for those modifications Group Member and waivers that do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (c) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); orCollateral; (db) waive or otherwise modify any term of any other Indebtedness that is subordinated in full to the Obligations Subordinated Debt (or any documentation governing Subordinated Debt) if the effect thereof on such Indebtedness Subordinated Debt is to (i) increase the interest rate, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any covenant with respect thereto, (v) modify any subordination provision in a manner adverse to any Group Member or any Secured Partyprovision, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (vii) materially increase any obligation of any Group Member or confer additional material rights to the holder of such Indebtedness Subordinated Debt in a manner adverse to any Group Member or any Secured Party; (c) waive or otherwise modify any term of the Second Lien Loan Documents in a manner inconsistent with the terms of the Intercreditor Agreement (as the same may be modified or waived); and (d) permit the Obligations to cease qualifying as such or as “Senior Debt” under any documentation governing Subordinated Debt.

Modification of Certain Documents. No Group Member Borrower shall do any of the following: (a) Except in connection with a Transfer permitted by the terms of this Agreement, waive or otherwise modify any term of any Organizational Related Document (other than the terms of any Subordinated Debt) or any Constituent Document of, or otherwise change the capital structure of, any Group Member, as applicableBorrower (including the terms of any of their outstanding Equity Interests or Equity Equivalents), in each case, case except for those modifications and waivers that (x) do not elect, or permit the election, to treat the Equity Interests or Equity Equivalents of any limited liability company (or similar entity) as certificated, (y) do not materially and adversely affect the interests rights and privileges of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent Borrower and (which consent shall not be unreasonably withheld or delayed); (bz) waive or otherwise modify any term of any agreement, note, instrument, document or other writing evidencing Permitted Indebtedness secured by a Lien permitted under Section 6.02(c), in any case, except for those modifications and waivers that do not materially and adversely affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (c) waive, amend or otherwise modify the terms of, or terminate a material Contractual Obligations of a Group Member, except for those waivers, amendments or modifications that do not materially affect the interests of any Secured Party under the Loan Documents to which a Loan Party is a party or in the Collateral without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); orCollateral; (db) waive or otherwise modify any term of any other Indebtedness that is subordinated in full to the Obligations Subordinated Debt if the effect thereof on such Indebtedness Subordinated Debt is to (i) increase the interest rate, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any covenant with respect thereto, (v) modify any subordination provision in a manner adverse to any Group Member or any Secured Partyprovision, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (vii) materially increase any obligation of any Group Member Borrower or confer additional material rights to the holder of such Indebtedness Subordinated Debt in a manner adverse to any Group Member Borrower or any Secured Party.