Common use of Modifications of Certain Documents Clause in Contracts

Modifications of Certain Documents. Such Borrower will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness, any Special Longer-Term Unsecured Indebtedness, CCT 2022 Notes or the FSIC Notes that would result in such Permitted Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a) thereof), set forth in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Special Longer-Term Unsecured Indebtedness, the CCT 2022 Notes or the FSIC Notes would otherwise be permitted under Section 6.01, or (b) any of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger or (ii) unless such modification, supplement or waiver is not materially less favorable to such Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders). Without limiting the foregoing, such Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d).

Modifications of Certain Documents. Such The Borrower will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness, any Indebtedness or Special Longer-Longer Term Unsecured Indebtedness, CCT 2022 Notes or the FSIC Notes Indebtedness that would result in such Permitted Indebtedness or Special Longer Term Unsecured Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of ” or “Special Longer-Longer Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a) thereof), set forth in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Indebtedness or Special Longer-Longer Term Unsecured Indebtedness, the CCT 2022 Notes or the FSIC Notes as applicable, would otherwise be permitted under Section 6.01, or (b) any of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger or (ii) Agreement, unless such modification, supplement or waiver is not materially less favorable to such the Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders). Without limiting the foregoing, such the Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d).

Modifications of Certain Documents. Such The Borrower will not, and will not permit any of its Subsidiaries to: (a) consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness, any Special Secured Longer-Term Unsecured Indebtedness, CCT 2022 Notes Unsecured Longer-Term Indebtedness or the FSIC Notes Unsecured Shorter-Term Indebtedness that would result in such Permitted Indebtedness not meeting the requirements of the definition of “Permitted Secured Longer-Term Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a) thereof)or “Unsecured Shorter-Term Indebtedness”, as applicable, set forth in Section 1.01 of this Agreement, unless following such amendmentunless, modification or waiver, such Permitted in the case of Unsecured Longer-Term Indebtedness, such Special LongerIndebtedness would have been permitted to be incurred as Unsecured Shorter-Term Indebtedness at the time of such modification, supplement or waiver and the Borrower so designates such Indebtedness as “Unsecured Shorter-Term Indebtedness, the CCT 2022 Notes or the FSIC Notes would otherwise ” (whereupon such Indebtedness shall be permitted under Section 6.01, or deemed to constitute “Unsecured Shorter-Term Indebtedness” for all purposes of this Agreement); (b) consent to any modification, supplement or waiver of any of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger or (ii) Agreements, unless such modification, supplement or waiver is not materially less favorable to such the Borrower than could be obtained on an arm’s-length basis from unrelated third parties; (c) consent to any modification, in each case, without the prior consent supplement or waiver of any Constituent Document of the Borrower or any of its Subsidiaries to the extent such modification, supplement or waiver would be materially adverse to the Agent or any of the Lenders; or (d) enter into or maintain any advisory or investment management agreement other than the Affiliate Agreements. The Administrative Agent (with hereby acknowledges and agrees that the approval of the Required Lenders). Without limiting the foregoing, such Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required LendersAgent, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d) and (e), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms terms, so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d) or (e); provided that no such amendment, restatement, termination or modification shall, unless Borrower complies with the terms of Section 5.08(a)(i) hereof, cause a Financing Subsidiary to fail to be a “Financing Subsidiary” in accordance with the definition thereof.

Modifications of Certain Documents. Such The Borrower will not, and will not permit any of its Subsidiaries to: (a) consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness, any Special Secured Longer-Term Unsecured Indebtedness, CCT 2022 Notes Unsecured Longer-Term Indebtedness or the FSIC Notes Unsecured Shorter-Term Indebtedness that would result in such Permitted Indebtedness not meeting the requirements of the definition of “Permitted Secured Longer-Term Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a) thereof)or “Unsecured Shorter-Term Indebtedness”, as applicable, set forth in Section 1.01 of this Agreement, unless following such amendmentunless, modification or waiver, such Permitted in the case of Unsecured Longer-Term Indebtedness, such Special LongerIndebtedness would have been permitted to be incurred as Unsecured Shorter-Term Indebtedness at the time of such modification, supplement or waiver and the Borrower so designates such Indebtedness as “Unsecured Shorter-Term Indebtedness, the CCT 2022 Notes or the FSIC Notes would otherwise ” (whereupon such Indebtedness shall be permitted under Section 6.01, or deemed to constitute “Unsecured Shorter-Term Indebtedness” for all purposes of this Agreement); (b) consent to any modification, supplement or waiver of any of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger or (ii) Agreements, unless such modification, supplement or waiver is not materially less favorable to such the Borrower than could be obtained on an arm’s-length basis from unrelated third parties; (c) consent to any modification, in each case, without the prior consent supplement or waiver of any Constituent Document of the Borrower or any of its Subsidiaries to the extent such modification, supplement or waiver would be materially adverse to the Agent or any of the Lenders; or (d) enter into or maintain any advisory or investment management agreement other than the Affiliate Agreements. The Administrative Agent (with hereby acknowledges and agrees that the approval of the Required Lenders). Without limiting the foregoing, such Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required LendersAgent, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d) and (e), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms, provided that no such amendment, restatement, termination or modification shall, unless Borrower complies with the terms so long as following any such action such Indebtedness continues of Section 5.08(a)(i) hereof, cause a Financing Subsidiary to fail to be permitted under Section 6.01(d)a “Financing Subsidiary” in accordance with the definition thereof.

Modifications of Certain Documents. Such The Borrower will not consent to any modification, supplement supplement, or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness, any Special Longer-Shorter Term Unsecured Indebtedness, CCT 2022 Notes Specified Existing Bond Indebtedness, Contemplated Bond Indebtedness or the FSIC Notes Specified Existing Bonds that would result in such Permitted Indebtedness Indebtedness, Shorter Term Unsecured Indebtedness, Specified Existing Bond Indebtedness, Contemplated Bond Indebtedness, as applicable, not meeting the requirements of the definition of “Permitted Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Special Longer-Shorter Term Unsecured Indebtedness”, “Specified Bond Indebtedness” or the CCT 2022 Notes or the FSIC Notes“Contemplated Bond Indebtedness”, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a) thereof), set forth in Section 1.01 of this Agreement; provided, unless following that the Borrower may consent to any such amendmentmodification, modification supplement, or waiverwaiver if the Indebtedness subject to such modification, such Permitted Indebtednesssupplement, such Special Longer-Term Unsecured Indebtedness, the CCT 2022 Notes or the FSIC Notes waiver would otherwise still be permitted under Section 6.016.01 after giving effect to such modification, supplement, or waiver, or (b) any of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger or (ii) the Custodian Agreement, unless such modification, supplement or waiver is not materially less favorable to such the Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders). Without limiting the foregoing, such Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d).

Modifications of Certain Documents. Such Borrower will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness, any Special Longer-Term Unsecured Indebtedness, CCT 2022 Notes or the FSIC FSK Notes that would result in such Permitted Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC FSK Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a2)(a) thereof), set forth in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Special Longer-Term Unsecured Indebtedness, the CCT 2022 Notes or the FSIC FSK Notes would otherwise be permitted under Section 6.01, or (b) any of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger or (ii) unless such modification, supplement or waiver is not materially less favorable to such Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders). Without limiting the foregoing, such Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d).

Modifications of Certain Documents. Such Borrower No Credit Party will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreementagreements, instrument instruments or documents in respect of any Subordinated Indebtedness, the effect of which is to (i) increase principal, interest, fees, reimbursements or other document evidencing amounts payable with respect thereto or relating create any additional payment obligations thereunder, (ii) accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii) cause any covenants or other agreements to be more restrictive upon, or burdensome to the Credit Parties in any Permitted Indebtednessmaterial respect, (iv) alter any Special Longer-Term Unsecured Indebtednessevent of default provisions contained in any Subordinated Indebtedness in a manner materially adverse to the Credit Parties, CCT 2022 Notes or the FSIC Notes that would result in such Permitted Indebtedness not meeting the requirements (v) modify any of the definition of “Permitted Indebtedness”subordination provisions thereof, such Special Longer-Term Unsecured (vi) designate any Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (athe Senior Loans and the other obligations of the Credit Parties under the Senior Facilities Documents) thereof), set forth in Section 1.01 as “Designated Senior Debt” for purposes of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Special Longer-Term Unsecured Indebtedness, the CCT 2022 Notes or the FSIC Notes would otherwise be permitted under Section 6.01Senior Subordinated Note Indenture, or (bvii) make any of the Affiliate Agreements other change which could reasonably be expected to which such Borrower is have a party (i) other than in connection with a Borrower Merger or (ii) unless such modification, supplement or waiver is not materially less favorable to such Borrower than could be obtained on an arm’s-length basis from unrelated third partiesMaterial Adverse Effect, in each case, without the prior consent of the Required Lenders or the Administrative Agent (with the approval of the Required Lenders)on their behalf. Without limiting the foregoinggenerality of the foregoing except as expressly permitted by this Agreement, such Borrower may, at no Credit Party will Guarantee any time and from time to time, Subordinated Indebtedness or any Holding Company Debt or any other Indebtedness of any Holding Company without the prior consent of the Required Lenders and the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d)Agent.

Modifications of Certain Documents. Such The Borrower will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness, any Indebtedness or Special Longer-Longer Term Unsecured Indebtedness, CCT 2022 Notes or the FSIC Notes Indebtedness that would result in such Permitted Indebtedness or Special Longer Term Unsecured Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of ” or “Special Longer-Longer Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a) thereof), set forth in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Indebtedness or Special Longer-Longer Term Unsecured Indebtedness, the CCT 2022 Notes or the FSIC Notes as applicable, would otherwise be permitted under Section 6.01, or (b) any either of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger or (ii) Agreement, unless such modification, supplement or waiver is not materially less favorable to such the Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders). Without limiting the foregoing, such the Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d).

Modifications of Certain Documents. Such Borrower No Credit Party will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreementagreements, instrument instruments or documents in respect of any Subordinated Indebtedness, the effect of which is to (i) increase principal, interest, fees, reimbursements or other document evidencing amounts payable with respect thereto or relating create any additional payment obligations thereunder, (ii) accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii) cause any covenants or other agreements to be more restrictive upon, or burdensome to the Credit Parties in any Permitted Indebtednessmaterial respect, (iv) alter any Special Longer-Term Unsecured Indebtednessevent of default provisions contained in any Subordinated Indebtedness in a manner materially adverse to the Credit Parties, CCT 2022 Notes or the FSIC Notes that would result in such Permitted Indebtedness not meeting the requirements (v) modify any of the definition of “Permitted Indebtedness”subordination provisions thereof, such Special Longer-Term Unsecured (vi) designate any Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (athe Loans and the other obligations of the Credit Parties under the Loan Documents) thereof), set forth in Section 1.01 as "Designated Senior Debt" for purposes of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Special Longer-Term Unsecured Indebtedness, the CCT 2022 Notes or the FSIC Notes would otherwise be permitted under Section 6.01Senior Subordinated Note Indenture, or (bvii) make any of the Affiliate Agreements other change which could reasonably be expected to which such Borrower is have a party (i) other than in connection with a Borrower Merger or (ii) unless such modification, supplement or waiver is not materially less favorable to such Borrower than could be obtained on an arm’s-length basis from unrelated third partiesMaterial Adverse Effect, in each case, without the prior consent of the Required Lenders or the Administrative Agent (with on their behalf. No Credit Party will consent to any modification, supplement or waiver of any of the approval provisions of any of the Clear Channel Acquisition Documents, the Shop At Home Acquisition Documents El Dorado Acquisitions Documents or the Guajillo Acquisitions Documents in a manner materially adverse to the Credit Parties, without the prior consent of the Required Lenders)Lenders or the Administrative Agent on their behalf. Without limiting the foregoinggenerality of the foregoing except as expressly permitted by this Agreement, such Borrower may, at no Credit Party will Guarantee any time and from time to time, Subordinated Indebtedness or any Holding Company Debt or any other Indebtedness of any Holding Company without the prior consent of the Required Lenders and the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d)Agent.

Modifications of Certain Documents. Such Without the prior written consent of the Majority Lenders, the Borrower will not, and will not permit any of its Subsidiaries to, consent to any modification, supplement supplement, waiver or waiver termination of any of the provisions of (a) any instrument evidencing or governing any of the Film Cash Payments unless such instrument is modified, supplemented or waived at no cost (including, but not limited to interest costs) to the Borrower or any of its Subsidiaries, (b) the Ancillary Documents, (c) the River City Acquisition Documents, or (d) the PPI Guaranties, except that the Borrower or any of its Subsidiaries may (i) amend any of the Asset Use and Operating Agreements entered into prior to the date hereof to cause the same to be substantially in the form of Exhibit F hereto, (ii) amend any of the Program Services Agreements to extend the stated expiration date thereof and (iii) modify or supplement any of the provisions of any agreement, instrument the instruments or other document evidencing or relating documents referred to any Permitted Indebtedness, any Special Longer-Term Unsecured Indebtedness, CCT 2022 Notes or in the FSIC Notes that would result in such Permitted Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause foregoing clauses (a) thereof)through (c) herein if (A) such modifications and supplements are not and will not be, set in the reasonable judgment of the Agent, materially adverse to the interests of the Borrower, its Subsidiaries, any Lender or the Agent, and (B) the Borrower or such Subsidiary, as the case may be, shall have furnished to the Agent, not later than the date falling ten Business Days (or such shorter period as the Agent may agree) prior to the date of such modification or supplement, a notice setting forth in Section 1.01 of this Agreementreasonable detail the terms and conditions thereof. The Borrower will not, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Special Longer-Term Unsecured Indebtedness, the CCT 2022 Notes or the FSIC Notes would otherwise be permitted under Section 6.01, or (b) and will not permit any of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger its Subsidiaries to, designate any Indebtedness as Designated Senior Indebtedness or (ii) unless such modification, supplement or waiver is not materially less favorable to such Borrower than could be obtained on an arm’s-length basis from unrelated third partiesDesignated Guarantor Senior Indebtedness, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders). Without limiting the foregoing, such Borrower may, at any time case under and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases as defined in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d)either Senior Subordinated Note Indenture.

Modifications of Certain Documents. Such The Borrower will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness, any Indebtedness or Special Longer-Term Unsecured Indebtedness, CCT 2022 Notes or the FSIC Notes Indebtedness that would result in such Permitted Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness”, such or Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness” or “Special Longer-Longer Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a) thereof), set forth in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Indebtedness or Special Longer-Term Unsecured Indebtedness, the CCT 2022 Notes or the FSIC Notes as applicable, would otherwise be permitted under Section 6.01, or (b) any either of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger Agreement or (ii) the Custodian Agreement, unless such modification, supplement or waiver (x) is not materially less favorable to such the Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders)) or (y) is entered in connection with the OBDE Merger and is not materially less favorable to the Borrower than the terms of such agreement prior to such modification, supplement or waiver. Without limiting the foregoing, such the Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d).

Modifications of Certain Documents. Such The Borrower will not, and will not permit any of its Subsidiaries to: (a) consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness, any Special Secured Longer-Term Unsecured Indebtedness, CCT 2022 Notes Unsecured Longer-Term Indebtedness or the FSIC Notes Unsecured Shorter-Term Indebtedness that would result in such Permitted Indebtedness not meeting the requirements of the definition of “Permitted Secured Longer-Term Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a) thereof)or “Unsecured Shorter-Term Indebtedness”, as applicable, set forth in Section 1.01 of this Agreement, unless following such amendmentunless, modification or waiver, such Permitted in the case of Unsecured Longer-Term Indebtedness, such Special LongerIndebtedness would have been permitted to be incurred as Unsecured Shorter-Term Indebtedness at the time of such modification, supplement or waiver and the Borrower so designates such Indebtedness as “Unsecured Shorter-Term Indebtedness, the CCT 2022 Notes or the FSIC Notes would otherwise ” (whereupon such Indebtedness shall be permitted under Section 6.01, or deemed to constitute “Unsecured Shorter-Term Indebtedness” for all purposes of this Agreement); (b) consent to any modification, supplement or waiver of any of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger or (ii) Agreements, unless such modification, supplement or waiver is (x) not materially less favorable to such the Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without parties and (y) not adverse to the prior consent interests of the Lenders in any material respect; (c) consent to any modification, supplement or waiver of any Constituent Document of the Borrower or any of its Subsidiaries to the extent such modification, supplement or waiver would be materially adverse to the Agent or any of the Lenders; or (d) enter into or maintain any advisory or investment management agreement other than the Affiliate Agreements. The Administrative Agent (with hereby acknowledges and agrees that the approval of the Required Lenders). Without limiting the foregoing, such Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required LendersAgent, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d) and (e), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms terms, so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d) or (e); provided that no such amendment, restatement, termination or modification shall, unless Borrower complies with the terms of Section 5.08(a)(i) hereof, cause a Financing Subsidiary to fail to be a “Financing Subsidiary” in accordance with the definition thereof.

Modifications of Certain Documents. Such Borrower No Credit Party will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreementagreements, instrument instruments or documents in respect of any Subordinated Indebtedness, the effect of which is to (i) increase principal, interest, fees, reimbursements or other document evidencing amounts payable with respect thereto or relating create any additional payment obligations thereunder, (ii) accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii) cause any covenants or other agreements to be more restrictive upon, or burdensome to the Credit Parties in any Permitted Indebtednessmaterial respect, (iv) alter any Special Longer-Term Unsecured Indebtednessevent of default provisions contained in any Subordinated Indebtedness in a manner materially adverse to the Credit Parties, CCT 2022 Notes or the FSIC Notes that would result in such Permitted Indebtedness not meeting the requirements (v) modify any of the definition of “Permitted Indebtedness”subordination provisions thereof, such Special Longer-Term Unsecured (vi) designate any Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (athe Loans and the other obligations of the Credit Parties under the Loan Documents) thereof), set forth in Section 1.01 as “Designated Senior Debt” for purposes of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Special Longer-Term Unsecured Indebtedness, the CCT 2022 Notes or the FSIC Notes would otherwise be permitted under Section 6.01Senior Subordinated Note Indenture, or (bvii) make any of the Affiliate Agreements other change which could reasonably be expected to which such Borrower is have a party (i) other than in connection with a Borrower Merger or (ii) unless such modification, supplement or waiver is not materially less favorable to such Borrower than could be obtained on an arm’s-length basis from unrelated third partiesMaterial Adverse Effect, in each case, without the prior consent of the Required Lenders or the Administrative Agent (with on their behalf. No Credit Party will consent to any modification, supplement or waiver of any of the approval provisions of any of the Shop At Home Acquisition Documents in a manner materially adverse to the Credit Parties, without the prior consent of the Required Lenders)Lenders or the Administrative Agent on their behalf. Without limiting the foregoinggenerality of the foregoing except as expressly permitted by this Agreement, such Borrower may, at no Credit Party will Guarantee any time and from time to time, Subordinated Indebtedness or any Holding Company Debt or any other Indebtedness of any Holding Company without the prior consent of the Required Lenders and the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d)Agent.

Modifications of Certain Documents. Such The Borrower will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness, any Indebtedness or Special Longer-Longer Term Unsecured Indebtedness, CCT 2022 Notes or the FSIC Notes Indebtedness that would result in such Permitted Indebtedness or Special Longer Term Unsecured Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of ” or “Special Longer-Longer Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a) thereof), set forth in in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Indebtedness or Special Longer-Longer Term Unsecured Indebtedness, the CCT 2022 Notes or the FSIC Notes as applicable, would otherwise be permitted under Section 6.01, or (b) any of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger or (ii) Agreement, unless such modification, supplement or waiver is not materially less favorable to such the Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders). Without limiting the foregoing, such the Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d).

Modifications of Certain Documents. Such Borrower (a) The Company will not, and will not permit any of its Subsidiaries to, change, amend, supplement or otherwise modify the terms of any of the Senior Credit Documents, or refund or refinance the same, without the prior consent of the Required Investors, if the effect of such amendment, supplement or modification or such refunding or refinancing is to: (i) directly impose upon the Company any prohibition or limitation on its ability to make regularly scheduled payments of principal of or interest on the Notes, or any other amounts owing to the Investors under this Agreement, except as provided in the subordination provisions set forth in Article XI; (ii) increase the applicable margin with respect to interest rates on the loans under the Senior Credit Agreement by more than 4% per annum (or otherwise change the basis for determining the interest rates thereunder with the result that the applicable interest rates thereunder shall be increased by more than 4% per annum above the interest rates that otherwise would have been in effect), provided that nothing herein shall preclude the imposition of a post-default rate of interest in the amount and circumstances provided in the Senior Credit Agreement as in effect on the date hereof; (iii) extend the scheduled final maturity of any of the term loans under the Senior Credit Agreement (as in effect on the Closing Date) by more than one year; (iv) modify the scheduled principal payments of any of the loans under the Senior Credit Agreement (as in effect on the Closing Date) so as to cause the average life to maturity of such loans to be more than one year shorter than the average life to maturity of such loans as of the Closing Date; or (i) make more restrictive any one or more of the financial covenants under the Senior Credit Agreement (or related definitions) as in effect on the Closing Date (or any comparable provision of any agreement providing for the refunding or refinancing of the Senior Debt), unless simultaneously with the effectiveness of the change to the Senior Credit Agreement, the Company shall give the Investors the option to amend the corresponding provision (if any) of this Agreement to make such provision similarly more restrictive on the Company (whether or not such amendment shall be agreed to by the Required Investors) or (ii) add any financial covenants to the Senior Credit Agreement that are not contained in the Senior Credit Agreement as in effect on the date hereof. unless simultaneously with the effectiveness of such addition, the Company shall give the Investors the option to amend this Agreement to add the same financial covenant to this Agreement (whether or not such amendment shall be agreed to by the Required Investors) (it being understood that the levels for compliance with such new financial covenant under this Agreement shall reflect a differential of at least 20% from the levels for such financial covenant as contained in the Senior Credit Agreement). If the Company enters into any amendment, modification, restatement and/or supplement to the Senior Credit Agreement which requires the consent of the Required Investors pursuant to this Section 8.13(a) without obtaining such consent, then, without limiting any rights or remedies that the Investors may have arising therefrom, for the purposes of this Agreement (including the definition of "Senior Debt" contained herein), references to the Senior Credit Agreement and the Senior Credit Documents shall refer to such Senior Credit Agreement and Senior Credit Documents as the same are in effect without giving effect to such amendment, modification, restatement and/or supplement. (b) The Company will not, and will not permit any of its Subsidiaries to, consent to any modification, supplement or waiver of (a) any of the provisions of any agreementits certificate of incorporation, instrument certificates of designation of preferred stock or other document evidencing or relating to any Permitted Indebtednessby-laws, any Special Longer-Term Unsecured Indebtedness, CCT 2022 Notes or the FSIC Notes that would result in such Permitted Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a) thereof), set forth in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Special Longer-Term Unsecured Indebtedness, the CCT 2022 Notes or the FSIC Notes would otherwise be permitted under Section 6.01, or (b) any of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger or (ii) unless if such modification, supplement or waiver is not materially less favorable could reasonably be expected to such Borrower than could be obtained on an arm’s-length basis from unrelated third partiesadverse to the interests of the Investors, in each case, case without the prior consent of the Administrative Agent (with the approval of the Required Lenders). Without limiting the foregoing, such Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d)Investors.

Modifications of Certain Documents. Such Without the prior written consent of the Required Lenders, the Borrower will not not, nor will it permit any of its Subsidiaries to, consent to any modification, supplement supplement, waiver or waiver termination of any of the provisions of (a) any instrument evidencing or governing any of the Film Cash Payments unless such instrument is modified, supplemented or waived at no cost (including, but not limited to interest costs) to the Borrower or any of its Subsidiaries, (b) the Ancillary Documents or (c) the HYTOP Guaranties, except that the Borrower or any of its Subsidiaries may (i) amend any of the Asset Use and Operating Agreements entered into prior to the date hereof to cause the same to be substantially in the form of Exhibit C, (ii) amend any of the Program Services Agreements to extend the stated expiration date thereof and (iii) modify or supplement any of the provisions of any agreement, instrument the instruments or other document evidencing or relating documents referred to any Permitted Indebtedness, any Special Longer-Term Unsecured Indebtedness, CCT 2022 Notes or in the FSIC Notes that would result in such Permitted Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause foregoing clauses (a) thereof), set forth in Section 1.01 of this Agreement, unless following through (c) if (x) such amendment, modification or waiver, such Permitted Indebtedness, such Special Longer-Term Unsecured Indebtedness, modifications and supplements are not and will not be materially adverse to the CCT 2022 Notes or the FSIC Notes would otherwise be permitted under Section 6.01, or (b) any interests of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger Borrower, its Subsidiaries, any Lender or (ii) unless such modification, supplement or waiver is not materially less favorable to such Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with subject to, in the approval case of the Required LendersSubordinated Debt Documents and clause (c). Without limiting , the foregoing, such Borrower may, at any time and from time to time, without the consent reasonable judgment of the Administrative Agent), and (y) the Borrower or such Subsidiary, as the case may be, shall have furnished to the Administrative Agent (a copy of which shall be forwarded promptly to each Lender), not later than the date falling ten Business Days (or such shorter period as the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating Administrative Agent may agree) prior to Indebtedness the date of such modification or supplement, a notice setting forth in reasonable detail the terms and conditions thereof. The Borrower permitted pursuant to Section 6.01(d)will not, including increases nor will it permit any of its Subsidiaries to, designate any Indebtedness as "Designated Senior Indebtedness" or "Designated Guarantor Senior Indebtedness", in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long each case under and as following defined in any such action such Indebtedness continues to be permitted under Section 6.01(d)Senior Subordinated Note Indenture.

Modifications of Certain Documents. Such Borrower Except for amendments to the Senior Notes Indenture and Senior Subordinated Notes Indenture in connection with the 2012 Exchange Offers, no Credit Party will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreementagreements, instrument instruments or documents in respect of the Senior Note Documents or any Subordinated Indebtedness, the effect of which is to (i) increase principal, interest, fees, reimbursements or other document evidencing amounts payable with respect thereto or relating create any additional payment obligations thereunder, (ii) accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii) cause any covenants or other agreements to be more restrictive upon, or burdensome to the Credit Parties, (iv) alter any Permitted Indebtednessevent of default provisions contained in any Senior Note Documents or Subordinated Indebtedness in a manner adverse to the Credit Parties, (v) modify any Special Longer-Term Unsecured Indebtedness, CCT 2022 Notes or the FSIC Notes that would result in such Permitted Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness”subordination provisions thereof, such Special Longer-Term Unsecured (vi) designate any Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a) thereof), set forth in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Special Longer-Term Unsecured Indebtednessthe Loans, the CCT 2022 Senior Notes, the Second Priority Senior Secured Notes or and Permitted New Second Priority Debt and the FSIC Notes would otherwise be permitted other obligations of the Credit Parties under Section 6.01the Senior Facilities Documents) as “Designated Senior Debt” for purposes of the Senior Subordinated Note Indenture, or (bvii) make any of the Affiliate Agreements other change which could reasonably be expected to which such Borrower is have a party (i) other than in connection with a Borrower Merger or (ii) unless such modification, supplement or waiver is not materially less favorable to such Borrower than could be obtained on an arm’s-length basis from unrelated third partiesMaterial Adverse Effect, in each case, without the prior consent of the Required Lenders or the Administrative Agent (with the approval of the Required Lenders)on their behalf. Without limiting the foregoinggenerality of the foregoing except as expressly permitted by this Agreement, such Borrower mayno Credit Party will Guarantee any Subordinated Indebtedness (other than the Second Priority Senior Secured Notes or Permitted New Second Priority Debt (in each case, at to the extent constituting Subordinated Indebtedness)) or any time and from time to time, Holding Company Debt or any other Indebtedness of any Holding Company without the prior consent of the Required Lenders and the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d)Agent.

Modifications of Certain Documents. Such Without the prior written consent of the Required Lenders, the Borrower will not not, nor will it permit any of its Subsidiaries to, consent to any modification, supplement supplement, waiver or waiver termination of any of the provisions of (a) any instrument evidencing or governing any of the Film Cash Payments unless such instrument is modified, supplemented or waived at no cost (including, but not limited to interest costs) to the Borrower or any of its Subsidiaries, (b) the Ancillary Documents or (c) the HYTOP Guaranties, except that the Borrower or any of its Subsidiaries may (i) amend any of the Asset Use and Operating Agreements entered into prior to the date hereof to cause the same to be substantially in the form of Exhibit C, (ii) amend any of the Program Services Agreements to extend the stated expiration date thereof and (iii) modify or supplement any of the provisions of any agreement, instrument the instruments or other document evidencing or relating documents referred to any Permitted Indebtedness, any Special Longer-Term Unsecured Indebtedness, CCT 2022 Notes or in the FSIC Notes that would result in such Permitted Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause foregoing clauses (a) thereof), set forth in Section 1.01 of this Agreement, unless following through (c) if (x) such amendment, modification or waiver, such Permitted Indebtedness, such Special Longer-Term Unsecured Indebtedness, modifications and supplements are not and will not be materially adverse to the CCT 2022 Notes or the FSIC Notes would otherwise be permitted under Section 6.01, or (b) any interests of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger Borrower, its Subsidiaries, any Lender or (ii) unless such modification, supplement or waiver is not materially less favorable to such Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with subject to, in the approval case of the Required Lenders). Without limiting Subordinated Debt Documents, the foregoingSenior Note Documents and the HYTOP Guaranties, such Borrower may, at any time and from time to time, without the consent reasonable judgment of the Administrative Agent), and (y) the Borrower or such Subsidiary, as the case may be, shall have furnished to the Administrative Agent (a copy of which shall be forwarded promptly to each Lender), not later than ten Business Days (or such shorter period as the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating Administrative Agent may agree) prior to Indebtedness the effective date of such modification or supplement, a notice setting forth in reasonable detail the terms and conditions thereof. The Borrower permitted pursuant to Section 6.01(d)will not, including increases nor will it permit any of its Subsidiaries to, designate any Indebtedness (other than the Senior Notes and the Guarantees of any Subsidiary Guarantor in the principal amount respect thereof) as “Designated Senior Indebtedness” or “Designated Guarantor Senior Indebtedness”, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long in each case under and as following defined in any such action such Indebtedness continues to be permitted under Section 6.01(d)Senior Subordinated Note Indenture.

Modifications of Certain Documents. Such The Borrower will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness, any Special Secured Longer-Term Unsecured Indebtedness, CCT 2022 Notes Unsecured Longer-Term Indebtedness or the FSIC Notes Special Unsecured Longer-Term Indebtedness that would result in such Permitted Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Longer-Term Indebtedness not meeting the requirements of the definition of “Permitted Secured Longer-Term Indebtedness”, such Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a) thereof)and “Special Unsecured Longer-Term Indebtedness ”, as applicable, set forth in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Special Secured Longer-Term Unsecured Indebtedness, the CCT 2022 Notes Unsecured Longer-Term Indebtedness or the FSIC Notes Special Unsecured Longer-Term Indebtedness , as applicable, would otherwise be permitted under Section 6.01, or (b) any either of the Affiliate Agreements to which such Borrower is a party (i) other than in connection with a Borrower Merger Agreement or (ii) the Custodian Agreement, unless such modification, supplement or waiver is not materially less favorable to such the Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders)Agent. Without limiting the foregoing, such the Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d).

Modifications of Certain Documents. Such (a) The Borrower will not not, nor will it permit any other Borrower Group Company to, consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness, any Special Longer-Term Unsecured Indebtedness, CCT 2022 Notes or the FSIC Notes that would result in such Permitted Indebtedness not meeting Servicing Agreement without the requirements prior consent of the definition of “Permitted Indebtedness”Facility Agent, such Special Longer-Term Unsecured Indebtedness not meeting acting on the requirements direction of the definition of “Special Longer-Term Unsecured Indebtedness”, or the CCT 2022 Notes or the FSIC Notes, as applicable, not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness” (other than clause (a) thereof), set forth in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness, such Special Longer-Term Unsecured Indebtedness, the CCT 2022 Notes or the FSIC Notes would otherwise be permitted under Section 6.01, or Required Lenders. (b) Subject to Section 8.10(c) below, the Borrower and the other Borrower Group Companies shall be entitled to amend, modify or supplement any Portfolio Document, and grant any approvals, consents, waivers or similar thereunder without any requirement for consent or approval from the Administrative Agent, the Facility Agent, any Secured Party or any other Person. (c) The prior written consent of the Affiliate Agreements to Facility Agent (acting at the direction of the Required Lenders) is required for any amendment, modification, termination, release, cancellation or other change made to, or any approvals, consents, waivers or similar actions are given in respect of, any Portfolio Document which such Borrower is a party would: (i) other than in connection with a Borrower Merger reduce scheduled Rental Payments under any Asset Lease; or (ii) unless reduce scheduled payments of principal or interest under any Loan Asset; provided that (A) this Section 8.10 shall not apply to any amendment relating to the termination or extension of an Asset Lease or Loan Asset in accordance with the Standard of Care, and (B) the request for consent to any such amendment, modification, supplement or waiver required by the terms of this Section 8.10 shall be sent by electronic mail to the Administrative Agent, the Facility Agent and the contacts at each Lender provided by the Administrative Agent (as updated from time to time by each Lender); and if the Required Lenders do not direct the Administrative Agent to definitively respond to a request for consent to any such modification, supplement or waiver within ten Business Days of the date on which such request is not materially less favorable to such Borrower than could be obtained on an arm’s-length basis from unrelated third partiesreceived by the Administrative Agent in writing, in each case, without the prior consent of the Administrative Agent (with the approval on behalf of the Required Lenders). Without limiting the foregoing) shall be deemed to have given its consent to such amendment, such Borrower maymodification, at any time and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness of such Borrower permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d).supplement or