Common use of Amendment of Material Documents Clause in Contracts

Amendment of Material Documents. The Borrower will not, nor will it permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporation, by-laws or other organizational documents, and (b) (i) any Material Agreement (other than any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements), in each case to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders), (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement).

Amendment of Material Documents. (a) The Lead Borrower will not, nor will shall it permit any Restricted Subsidiary to, amend, restate, modify or waive any of its rights under (ai) its certificate of incorporationOrganization Documents, by-laws (ii) the Sponsor Management Agreement, or other organizational documents, and (b) (iiii) any Material Agreement Indebtedness (other than any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreementsas a result of a Permitted Refinancing thereof), in each case to the extent that such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of would either (A) reasonably likely have a Material Adverse Effect, (B) except with respect to the Term Loan Facility and any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing DocumentPermitted Refinancing thereof, as applicable, that is be materially adverse to the Lendersinterests of the Credit Parties (it being understood that, with respect to clause (ii), (ii) any ABL Loan Document that (w) expands amendment, modification or adds waiver which directly or indirectly increase the obligation of Holdings, the Lead Borrower or any of its Affiliates to make any payments thereunder shall be deemed materially adverse to the obligations secured under interests of the Credit Parties) or (C) with respect to clause (iii) only, (1) shorten the maturity date of any ABL Security Documents Material Indebtedness to a date which is prior to ninety-one (other than any obligations constituting Indebtedness created under 91) days after the ABL Credit Agreementthen Latest Maturity Date, (2) except as provided in clause (1), (x) adds shorten the date scheduled for any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction principal payment or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the twenty-four (24) months following such amendment, modification or waiver, (3) grant any collateral security therefor on the ABL Loans (only Priority Collateral, except to the extent resulting in that such collateral security constitutes a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined those contained in the Intercreditor Agreement), (4) without duplication of any collateral security granted under clause (3) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, or (5) modify the subordination provisions thereof.

Amendment of Material Documents. The Borrower will not, nor will it permit any Restricted Subsidiary to, amend, restate, modify or waive any provision of its rights under (a) its certificate the Senior Note Documents or any Subordinated Debt Documents if the effect of incorporation, by-laws or other organizational documents, and (b) (i) any Material Agreement (other than any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements), in each case to the extent such amendment, restatement, modification or waiver is adverse to (i) increase the rate of interest payable with respect to the Lenders Senior Notes or such Subordinated Debt, as applicable, (ii) change the dates upon which payments of principal or interest are due on the Senior Notes or such Subordinated Debt, as applicable, other than to extend such dates, (iii) change any default or event of default other than to delete or make less restrictive any default or event of default provision therein with respect to the Senior Notes or such Subordinated Debt, as applicable, (iv) change the redemption or prepayment provisions of the Senior Notes or such Subordinated Debt, as applicable, other than to extend the dates therefor or to reduce the premiums payable in connection therewith, (v) grant any material respect security or collateral to secure payment of the Senior Notes or such Subordinated Debt, as applicable, or (it being agreed that vi) change or amend any other term, if such change or amendment would (x) materially increase the addition or removal obligations of Holdings, the Borrower or any Subsidiary from participation party thereto thereunder, (y) confer additional material rights on the holder of the Senior Notes or such Subordinated Debt, as applicable, or (z) result in such Subordinated Debt being subject to a Specified Vendor Receivables Financing term or Specified Vendor Payables Financing shall condition that would not constitute an be permitted (under the definition of the term “Subordinated Debt”) if such Subordinated Debt were being issued on the date of such amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders), (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)waiver.

Amendment of Material Documents. The Borrower will not, nor will it permit any Subsidiary toWithout limiting Section 7.16, amend, restate, modify or waive any of its an Obligor’s rights under (a) its certificate of incorporation, by-laws Organization Documents in a manner materially adverse to the Credit Parties or other organizational documents, and (b) (i) any Material Agreement Contract or Material Indebtedness (other than on account of any refinancing thereof otherwise permitted hereunder) other than the ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements)Documents in accordance with the Intercreditor Agreement, in each case to the extent that such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver would result in a Default or Event of Default under any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Documentof the Loan Documents, as applicable, that is would be materially adverse to the Lenders), Credit Parties or otherwise would be reasonably likely to have a Material Adverse Effect. The Obligors shall not amend or modify (iiv) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or any documents executed in respect connection therewith, or waive any of any Offshore Facilities Refinancing (an Obligor’s rights thereunder, in each case, except as defined in permitted by the Intercreditor Agreement), (w) the Miraloma Consent, (x) the Miraloma Lease, (y) the Intercompany Loan Arrangements or (z) the definition of “Borrowing Base”, “Cost”, “Eligible Credit Card Receivables”, “Eligible Inventory”, “Appraisal Percentage”, “Appraised Value”, “Inventory Advance Rate”, “Eligible Cash on Hand”, “Credit Card Receivables Advance Rate” or “Availability Reserves” under the ABL Credit Agreement or any other component of the Borrowing Base without the consent of the Required Lenders hereunder.

Amendment of Material Documents. The Borrower Borrowers will not, nor and will it not permit any Subsidiary of their respective Subsidiaries to, amend, restatesupplement, modify or waive any of its their rights under (a) its certificate any of incorporationtheir Organizational Documents or the Rxxxxxxxx Factoring Agreement, by-laws other than amendments, modifications or other organizational documentswaivers that could not reasonably be expected to materially adversely affect the Credit Parties; provided that, in respect of the Rxxxxxxxx Factoring Agreement, the Borrowers shall deliver or cause to be delivered to the Administrative Agent and each Lender a copy of all material amendments, modifications or waivers thereto promptly after the execution and delivery thereof. Without limiting the generality of the foregoing, the Borrowers will not, and will not permit any of their respective Subsidiaries to, amend, supplement, modify or waive any of their rights under any of the following provisions of the Rxxxxxxxx Factoring Agreement (b) with each of the following terms used as defined therein, to the extent not otherwise defined in this Credit Agreement): (i) the definitions of “Credit Agreement”, “Credit Agreement Agent” or “Credit Agreement Default” or the Credit Agreement Agent’s right to exercise the Redirection Right during the continuance of a Credit Agreement Default, (ii) the terms and conditions upon which Rxxxxxxxx may purchase Receivables, the effect of which would decrease the Purchase Price for any Material Agreement (Receivable, permit Rxxxxxxxx to purchase a Receivable that is not a Credit Approved Receivable or a Receivable that is less than 120 days past due, or permit Rxxxxxxxx to purchase a Receivable other than any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements)for cash consideration remitted to the Collection Account at the time of such purchase, in each case without the Administrative Agent’s prior written consent, (iii) any provision, the effect of which would permit Rxxxxxxxx to debit the Collection Account for any reason other than to collect commissions owed to Rxxxxxxxx from time to time under the Rxxxxxxxx Factoring Agreement as and when the related Referred Accounts are paid, (iv) the location, account number, ownership or other terms of the Collection Account, without the Administrative Agent’s prior written consent, (v) any provision, the effect of which would reduce the scope, timing or frequency of amounts required to be remitted by Rxxxxxxxx to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders), (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage toCollection Account, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral(vi) or changes any mandatory prepayment provisions the requirement that invoices (and other statements to Customers) evidencing Referred Accounts clearly state that each Receivable is payable to Rxxxxxxxx in a manner that would increase its capacity as collection agent on the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)Parties’ behalf.

Amendment of Material Documents. (a) The Borrower will not, nor and it will it not permit any Subsidiary to, (i) amend, restate, modify or waive any of its rights under (aA) its certificate of incorporation, by-laws or other organizational documents, and documents or (bB) (i) any Material Agreement (other than any ABL Loan Document), the Spin-Off Documentation or other agreements (including joint venture agreements)Agreements, in each case to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed manner that the addition or removal of the Borrower or any Subsidiary from participation would be reasonably likely to result in a Specified Vendor Receivables Financing Material Adverse Effect or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders), (ii) amend, modify or waive any ABL Loan Document that (w) expands or adds to the obligations secured of its rights under any ABL Security Documents Subordinated Indebtedness if (other than any obligations constituting Indebtedness created under A) the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only effect of such amendment or change is to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount interest rate on such Subordinated Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or condition to an event of default in with respect thereto (other than to eliminate any such event of default or to increase any grace period with respect thereto), change the ABL Loan Documents redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof) or change any collateral therefor (other than to release such collateral) or (B) the effect of such amendment or change, together with all other amendments or changes made, is to increase materially more restrictive the obligations of the obligor thereunder or burdensome prior to confer any additional rights on the holders of such Subordinated Indebtedness (or a trustee or other representative on their behalf) that would be adverse to the Latest Maturity Date then Borrower or the Lenders. (b) The Borrower shall not (i) designate any Indebtedness as "Specified Senior Indebtedness" (as defined in effect (unless this Agreement is amended to provide all any of the Lenders with Subordinated Debt Indentures) for purposes of any of the benefits Subordinated Debt Indentures or (ii) make any analogous designation of such covenants or events of default)Indebtedness incurred under any Refinancing Indenture, in each case under this clause (z), other than covenants and events of default solely relating to without the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature prior written consent of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)Required Lenders. SECTION 6.12.

Amendment of Material Documents. The Borrower will notNeither the Parent nor the Borrowers will, nor will it they permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporation, memorandum and articles of association, by-laws or other organizational or shareholder documents, and (b) the Acquisition Agreement, (ic) the documents related to the Luxembourg Equity Arrangements or (d) any other Material Agreement (other than any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements)Indebtedness, in each case to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed manner that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is would be materially adverse to the Lenders). In addition, neither the Parent nor the Borrowers will, nor will they permit any Subsidiary to, amend, modify or waive the terms of the Senior Unsecured Notes, any Permitted Second Priority Refinancing Debt or any Permitted Unsecured Refinancing Debt if the effect of such amendment or change is to shorten the weighted average life to maturity of such Senior Unsecured Notes, Permitted Second Priority Refinancing Debt or Permitted Unsecured Refinancing Debt or change (iito earlier dates) any ABL Loan Document that (w) expands dates upon which payments of principal or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement)interest are due thereon, (x) adds any mandatory prepayment provisions (only except to the extent resulting in a corresponding permanent commitment reduction or requiring that prepayment from thereof is being made with the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits refinancing of such covenants Senior Unsecured Notes, Permitted Second Priority Refinancing Debt or events of default), in each case under this clause (z), other than covenants and events of default solely relating Permitted Unsecured Refinancing Debt issued pursuant to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)Section 6.01.

Amendment of Material Documents. The Borrower will notNone of the Obligors will, nor will it they permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) (i) its certificate of incorporation, by-laws or other organizational documents, and documents and/or (b) (iii) any Material Agreement (other than any ABL Loan Document)Agreement, Spin-Off Documentation or other agreements (including joint venture agreements)) other than the Term Loan Documents, in each case to the extent such amendment, restatement, modification or waiver is adverse to the Agent or Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary Obligors from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders)) or (b) the Term Loan Documents to the extent such amendment, restatement, modification or waiver (i) results in a maturity date earlier than 91 days following the Latest Maturity Date then in effect with respect to the Obligations, (ii) any ABL results in a decreased weighted average life of the Term Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents Debt (other than any obligations constituting Indebtedness created under as a result of an amendment solely to the ABL Credit Agreementfinal maturity date permitted by clause (i) above), (xiii) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) provision or changes any mandatory prepayment provisions provision in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction)Term Loan Debt, (yiv) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) ), or (zv) adds an additional covenant or event of default or makes any covenant or event of default in the ABL any Term Loan Documents Document materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants covenant or events event of default), in each case under this clause (z), v) other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Term Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)Collateral.

Amendment of Material Documents. The Borrower Borrowers will not, nor and will it not permit any Subsidiary of their respective Subsidiaries to, amend, restatesupplement, modify or waive any of its their rights under (a) its certificate any of incorporationtheir Organizational Documents or, by-laws the Rxxxxxxxx Factoring Agreement or the CIT Factoring Agreement, other organizational documentsthan amendments, modifications or waivers that could not reasonably be expected to materially adversely affect the Credit Parties; provided that, in respect of the Rxxxxxxxx Factoring Agreement and the CIT Factoring Agreement, the Borrowers shall deliver or cause to be delivered to the Administrative Agent and each Lender a copy of all material amendments, modifications or waivers thereto promptly after the execution and delivery thereof. Without limiting the generality of the foregoing, the Borrowers will not, and will not permit any of their respective Subsidiaries to, amend, supplement, modify or waive any of their rights under any of the following provisions of the Rxxxxxxxx Factoring Agreement (b) with each of the following terms used as defined therein, to the extent not otherwise defined in this Credit Agreement): (i) the definitions of “Credit Agreement”, “Credit Agreement Agent” or “Credit Agreement Default” or the Credit Agreement Agent’s right to exercise the Redirection Right during the continuance of a Credit Agreement Default, (ii) the terms and conditions upon which Rxxxxxxxx may purchase Receivables, the effect of which would decrease the Purchase Price for any Material Agreement (Receivable, permit Rxxxxxxxx to purchase a Receivable that is not a Credit Approved Receivable or a Receivable that is less than 120 days past due, or permit Rxxxxxxxx to purchase a Receivable other than any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements)for cash consideration remitted to the Collection Account at the time of such purchase, in each case without the Administrative Agent’s prior written consent, (iii) any provision, the effect of which would permit Rxxxxxxxx to debit the Collection Account for any reason other than to collect commissions owed to Rxxxxxxxx from time to time under the Rxxxxxxxx Factoring Agreement as and when the related Referred Accounts are paid, (iv) the location, account number, ownership or other terms of the Collection Account, without the Administrative Agent’s prior written consent, (v) any provision, the effect of which would reduce the scope, timing or frequency of amounts required to be remitted by Rxxxxxxxx to the Collection Account, or (vi) the requirement that invoices (and other statements to Customers) evidencing Referred Accounts clearly state that each Receivable is payable to Rxxxxxxxx in its capacity as collection agent on the Loan Parties’ behalf. Without limiting the generality of the foregoing, the Borrowers will not, and will not permit any of their respective Subsidiaries to, amend, supplement, modify or waive any of their rights under any of the following provisions of the CIT Factoring Agreement (with each of the following terms used as defined therein, to the extent such amendmentnot otherwise defined in this Credit Agreement): the terms and conditions upon which CIT Purchaser may purchase Receivables, restatementthe effect of which would decrease the Purchase Price for any Receivable, modification or waiver is adverse permit CIT Purchaser to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in purchase a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, Receivable that is adverse not an Approved Receivable or a Receivable that is less than 90 days past due, or permit CIT Purchaser to the Lenders), (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (purchase a Receivable other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net for cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default)consideration, in each case under this clause (z), other than covenants and events of default solely relating to without the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)Administrative Agent’s prior written consent.

Amendment of Material Documents. The Borrower (a) No Loan Party will not, nor will it permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporationOrganization Documents, by-laws or other organizational documents, and (b) the Advisory Agreements, or (ic) any Material Agreement Indebtedness (other than any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreementsas a result of a Permitted Refinancing thereof), in each case to the extent that such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver would either (1) reasonably likely have a Material Adverse Effect or (2) with respect to clauses (b) and (c) only, (i) shorten the maturity date of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that Material Indebtedness to a date which is adverse prior to 91 days after the Lenders)Maturity Date, (ii) any ABL Loan Document that except as provided in clause (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreementi), (x) adds shorten the date scheduled for any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction principal payment or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment required principal payment, the result of which would be to require principal payments on account thereof in excess of the amounts previously required over the 24 months following such amendment, modification or waiver, (iii) grant any collateral security therefor on the ABL Loans (only Priority Collateral, except to the extent resulting in that such collateral security constitutes a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or Permitted Encumbrance and is granted subject to an intercreditor agreement on terms substantially similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined those contained in the Intercreditor Agreement), (iv) without duplication of any collateral security granted under clause (iii) above, grant any other collateral therefor except to the extent such grant of security constitutes a Permitted Encumbrance, the Collateral Agent also has or obtains a Lien on such assets, and provided that to the extent that such collateral security consists of assets that would constitute Term Priority Collateral, such collateral security is granted subject to an intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement, (v) modify the subordination provisions thereof or (vi) be otherwise materially adverse to the interests of the Credit Parties.

Amendment of Material Documents. The Borrower will notwill, nor will it they permit any Restricted Subsidiary to, amend, restate, modify or waive any of its rights under the following documents in any manner material and adverse to the interest of the Lenders that have not been approved by the Administrative Agent: (a) its certificate of incorporation, by-laws or other organizational documents, and documents or (b) (i) the Asset Purchase Agreement. Borrower will not and will not permit any Material Agreement (other than any ABL Loan Document), Spin-Off Documentation Restricted Subsidiaries to change or other agreements (including joint venture agreements), in each case to amend the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal terms of the Borrower Subordinated Debt Documents, if the effect of such amendment is to: (a) increase the interest rate on the Subordinated Debt; (b) shorten the time of payments of principal or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders), (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created interest due under the ABL Credit Agreement), Subordinated Debt Documents; (xc) adds change any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents to a materially more onerous or restrictive provision; (d) change the subordination provisions thereof (or burdensome prior the subordination terms of any guaranty thereof); (e) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holders of the Subordinated Debt in a manner materially adverse to Administrative Agent or any Lender as senior creditors or the Latest Maturity Date then in effect (unless this Agreement is amended to provide all interests of the Lenders with the benefits of such covenants or events of default), in each case under this clause Agreement or any other Loan Document in any respect; or (z), other than covenants and events f) in any manner amend any term of default solely any Subordinated Debt Document relating to the Borrowing Base (as defined in prohibition of the ABL Credit Agreement), creation or assumption of any Lien upon the ABL Priority Collateral properties or similar matters assets of Borrower or any Restricted Subsidiary or relating primarily to the asset based revolving nature prohibition of the ABL Credit Agreement creation, existence or in respect effectiveness of any Offshore Facilities Refinancing consensual encumbrance or restriction of any kind on the ability of any Subsidiary to (as defined in the Intercreditor Agreement)i) pay dividends or make any other distribution; (ii) subject to subordination provisions, pay any Indebtedness owed to Borrower or any Subsidiary; (iii) make loans or advances to Borrower or any Subsidiary; or (iv) transfer any of its property or assets to Borrower or any Subsidiary.

Amendment of Material Documents. The Borrower Loan Parties will not, nor and will it not permit any Subsidiary of the Restricted Subsidiaries to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporationany agreement relating to any Subordinated Debt, by-laws except as permitted below, or other organizational documentsthe Term Debt Documents that is not expressly permitted under the ABL Intercreditor Agreement, and (b) (i) any Material Agreement (other than any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements), in each case its Organization Documents to the extent any such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is would be adverse to the LendersLenders or (c) the Senior Notes Documents, except as permitted below. Notwithstanding the foregoing, amendments and modifications of the Notes Documents and agreements related to such Subordinated Debt shall be permitted to the extent that such amendment or modification does not (i) shorten the scheduled maturity, add amortization, accelerate the dates upon which any amortization or other mandatory prepayments or interest payments are due, or add additional redemption, put or prepayment provisions (it being understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of such Debt upon the occurrence of an event of default, asset sale or a change in control shall not be deemed to constitute a change in the stated final maturity thereof), (ii) add any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement)Events of Default, (xiii) adds revise any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction subordination or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment collateral provisions in a manner that would materially adverse to the Agent or Lenders, or (iv) collectively with all other amendments, increase materially the amount of any mandatory prepayment obligations of the ABL Loans (only obligors thereunder or confer additional rights on the holders of such Debt which are materially adverse to the extent resulting in rights of the Agent or Lenders. For the avoidance of doubt, the preceding sentence shall not prohibit an amendment or modification to the Senior Notes Documents or agreements related to Subordinated Debt entered into to effectuate a corresponding permanent commitment reduction), (y) increases repayment or increase thereof otherwise permitted under this Agreement and the “Applicable Margin” or similar component terms of interest thereunder by more than 3.0% which (other than as a result of accrual of interest at the default ratethose necessary to effectuate such repayment or increase) or are not otherwise prohibited under clauses (zi) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect through (unless this Agreement is amended to provide all iv) of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)preceding sentence.

Amendment of Material Documents. The Borrower will not, nor will it permit any Subsidiary to, amend, restate(a) Amend, modify or waive (i) any term, provision or condition of its aany Loan Party’s rights under (a) its certificate of incorporationOrganization Documents in a manner materially adverse to the Credit Parties, by-laws or other organizational documents, and (b) other than with respect to the Term Documents or the Term Obligations (ias to which clause (c) below shall apply), amend, modify or waive any term, provision or condition under any Material Agreement Contract or Material Indebtedness (other than on account of any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreementsrefinancing thereof otherwise permitted hereunderPermitted Refinancing Indebtedness in respect thereof), in each case of clauses (a) and (b) to the extent that such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver would be reasonably likely to have a Material Adverse Effect, or (ii) any provisionc) amend, modify or waive any term, provision or condition of any Specified Vendor Receivables Financing Term Document or Specified Vendor Payables Financing agreement in respect of any refinancing of any Indebtedness under any Term Document, as applicable, that is adverse to the Lenders)extent that such amendment, modification or waiver would (i) shorten the maturity date of the Term Obligations or such refinancing Indebtedness to a date which is prior to ninety-one (91) days after the Maturity Date, (ii) shorten the date scheduled for any ABL Loan Document that (w) expands principal payment or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment required scheduled principal payment, or (iii) not be permitted under the Intercreditor Agreement absent the consent of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) Administrative Agent; or (zd) adds an additional covenant amend, modify or event of default waive any term, provision or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all condition of the Lenders with Employee Stock Plan without the benefits written consent of such covenants or events the Administrative Agent, provided that the foregoing shall not be deemed to restrict the ability of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base Board (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily Employee Stock Plan) to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing determine additional Eligible Persons (as defined in the Intercreditor Agreement).Employee Stock Plan) in accordance with the terms of the Employee Stock Plan.21

Amendment of Material Documents. The Borrower will notNo Loan Party will, nor will it permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporationany agreement relating to any Subordinated Indebtedness (other than the Specified Secured Subordinated Debt Documents), by-laws to the extent any such amendment, modification or other organizational documentswaiver would be adverse in any material respect to the Administrative Agent, Lenders, or the Loan Parties, and (b) (i) any Material Agreement (other than any ABL Loan Document)its charter, Spin-Off Documentation articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other agreements (including joint venture agreements)organizational or governing documents, in each case to the extent any such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver would be adverse in any material respect to the Administrative Agent, Lenders, or the Loan Parties. Without the prior written consent of the Administrative Agent and the Required Lenders, no Loan Party will, nor will it permit any Subsidiary or Specified Securitization Entity to, amend, modify or waive any of its rights under any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Securitization Document, and (ic) to increase the amount or type of obligations guaranteed under the Specified Securitization Guaranty (other than in connection with a Facility Increase (as applicable, that such term is adverse defined and used the Specified Securitization Credit Agreement on the Second Amendment Effective Date)) or to change the Lenders)methodology therein under which the amount of the guaranty thereunder is calculated, (ii) any ABL Loan Document that (w) expands to otherwise amend or adds to modify the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only Specified Securitization Guaranty to the extent resulting any such amendment or modification would be adverse in a corresponding permanent commitment reduction or requiring prepayment from any material respect to the net cash proceeds of the saleAdministrative Agent, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage toLenders, or any taking under power the Loan Parties, (iii) to add additional categories of eminent domain assets that are sold or by condemnation or similar proceeding ofotherwise transferred to the Specified Securitization Purchaser, any Term Priority Collateral) or changes any mandatory prepayment provisions including, without limitation, to require “World Pack Fees” (as such term is defined and used inSecured Subordinated Debt Documents in a manner that would increase prohibited by the amount of Specified Securitization CreditIntercreditor Agreement) to be transferred to any mandatory prepayment of Specified Securitization Entity or the ABL Loans Specified Securitization Agent or otherwise become collateral under the Specified Securitization Documents, or (only iv) otherwise to the extent resulting any such amendment, modification or waiver would be adverse in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior material respect to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of Administrative Agent, Lenders, or the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)Loan Parties.

Amendment of Material Documents. The Borrower will not, nor will it permit any Restricted Subsidiary to, to amend, restate, modify or waive any of its rights under (a) the provisions of its certificate of incorporation, by-laws or other organizational documentsdocuments in a manner materially adverse to the Lenders, and except to the extent provided by Section 6.03, (b) (i) any Material Agreement (other than any the terms of the ABL Loan Document)Documents or the Supplemental Letter of Credit Loan Documents; provided that with respect to any such Indebtedness, Spin-Off Documentation the Borrower and the Restricted Subsidiaries shall have the right to amend, modify or other agreements (including joint venture agreements), in each case waive terms to the extent not prohibited by the Intercreditor Agreement, (c) the terms of any Subordinated Indebtedness, or (d) any other Indebtedness for borrowed money to the extent constituting Material Indebtedness, or (e) any preferred stock (including, without limitation, the Series A Preferred Stock); provided that with respect to any such Indebtedness or any preferred stock, the Borrower and the Restricted Subsidiaries shall have the right to amend, modify or waive terms if such amendment, restatement, modification or waiver is not materially adverse to the Lenders in any material respect (it being understood and agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of to Material Indebtedness or preferred stock that was, when incurred, required to satisfy the Required Conditions hereunder that results in the maturity date, any Specified Vendor Receivables Financing Document scheduled amortization payments, mandatory redemptions or Specified Vendor Payables Financing Document, as applicable, sinking fund obligations or mandatory prepayments (including cash flow sweeps) on or prior to the date that is 91 days after the Maturity Date (other than, in the case of Indebtedness, customary offers to purchase upon a change of control, asset sale or event of loss, customary acceleration rights after an event of default and payments required to prevent any such Indebtedness from being treated as an “applicable high yield discount obligation” with the meaning of Section 163(i) of the Code, or any successor provision thereto or, in the case of preferred stock, redemption rights in connection with a fundamental change and similar provisions) shall be deemed materially adverse to the Lenders), (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement).

Amendment of Material Documents. The Borrower will not, nor and will it not permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporation, by-laws or other organizational documents, and (b) in a manner materially adverse to the Lenders (i) any Material Agreement agreement governing the Existing Subordinated Notes, the Existing Senior Unsecured Notes, the New Senior Secured Notes and any Refinancing Indebtedness in respect of any of the foregoing or (other than any ABL Loan Document), Spin-Off Documentation or other agreements ii) the terms and conditions of the Existing Preferred Stock (including joint venture agreements), in each case the terms of any exchange Indebtedness contemplated thereby) except to the extent that after giving effect to any such amendmentamendment or modification, restatementthe Existing Preferred Stock would constitute Permitted Preferred Stock (other than, modification with respect to amendments or waiver is adverse modifications to the Lenders Borrower's senior Existing Preferred Stock, clause (i) of the definition of "Permitted Preferred Stock" hereunder to the extent the maturity thereof is not accelerated) or would constitute Qualifying Subordinated Indebtedness permitted under Section 6.01(a)(iv) (other than, with respect to amendments or modifications to the Borrower's senior Existing Preferred Stock, clause (ii) of the definition of "Qualifying Subordinated Indebtedness" hereunder to the extent the maturity thereof is not accelerated), (iii) any agreement governing Qualifying Subordinated Indebtedness or Qualifying Senior Indebtedness or any terms and conditions of the Permitted Preferred Stock such that such Indebtedness or Permitted Preferred Stock would no longer meet the criteria for Qualifying Subordinated Indebtedness or Qualifying Senior Indebtedness or Permitted Preferred Stock, as the case may be, set forth in any material respect the definitions thereof, (it being agreed that iv) the addition or removal organizational documents of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders), (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents material respect (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only changes relating to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default ratepreferred stock otherwise permitted hereunder) or (zv) adds an additional covenant or event of default or makes any covenant or event of default Wireless Alliance Agreement in the ABL Loan Documents materially more restrictive or burdensome any material respect prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all time Wireless Alliance becomes a Wholly Owned Subsidiary of the Lenders with the benefits of such covenants or events of default), Borrower in each case under a transaction not prohibited by this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement).

Amendment of Material Documents. The Borrower will not, nor will it permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporation, by-laws or other organizational documents, and or (b) (i) any Material Agreement (other than any ABL Loan Document), Spin-Off Documentation Documents) or other agreements (including joint venture agreements), in each case to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders), (ii) any ABL Loan Document that (wA) violates the ABL/Term Loan Intercreditor Agreement, (B) increases the fixed percentage advance rates by more than seven and one-half percent (7.5%) (but not, for the avoidance of doubt, the effective advance rate after giving effect to net orderly liquidation value in the case of inventory) under the borrowing base in excess of the fixed percentage advance rates under the ABL Loan Documents as in effect on the date hereof, (C) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (xD) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateralreduction) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (yE) increases the “Applicable Margin” (as defined in the ABL Credit Agreement) or similar component of interest terms thereunder by more than 3.02.5% (other than as a result of accrual of interest at the default rate) or ), (zF) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (zF), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the ABL/Term Loan Intercreditor Agreement) or (G) changes or modifies Section 8.12 of the ABL Credit Agreement as it relates to the Loan Documents, clause (e) of the definition of “Permitted Indebtedness” (as defined in the ABL Credit Agreement) or other provisions that relate to the Term Loan Documents (as defined in the ABL Credit Agreement).

Amendment of Material Documents. The Borrower will not, nor will it permit any Subsidiary to, amend, restateAmend, modify or waive any of its a Loan Party’s rights under (a) its certificate of incorporationOrganization Documents, by-laws or other organizational documents, and (b) (i) any Material Agreement Contract or Material Indebtedness (other than on account of any refinancing thereof otherwise permitted hereunder) other than the ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements)Documents in accordance with the Intercreditor Agreement, in each case to the extent that such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document would be reasonably likely to have a Material Adverse Effect. The Loan Parties shall not amend or Specified Vendor Payables Financing Document, as applicable, that is adverse to modify (y) the Lenders), (ii) any ABL Loan Document that Documents or any documents executed in connection therewith, or waive any of the Loan Parties’ rights thereunder, in each case, except as permitted by the Intercreditor Agreement or (wz) expands the definition of “Availability”, “Excess Availability”, “Borrowing Base”, “Cost”, “Credit Card Advance Rate”, “Eligible Credit Card Receivables”, “Eligible Inventory”, “Eligible In-Transit Inventory”, “Eligible Trade Receivables”, “Trade Receivables Advance Rate”, “Appraisal Percentage”, “Appraised Value”, “Inventory Advance Rate”, “Availability Reserves”, “Overadvance” or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created “Permitted Overadvance” under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral Agreement or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default)definition thereof, in each case under of this clause (z), other than covenants and events if such change (1) would result in an increase in the amount permitted to be borrowed under the ABL Credit Agreement or (2) reduce the minimum amount of default solely relating to the Borrowing Base Excess Availability (as defined in the ABL Credit Agreement), Agreement as in effect on the ABL Priority Collateral or similar matters relating primarily date hereof) that is required to the asset based revolving nature be maintained in Section 7.17 of the ABL Credit Agreement or as in respect effect on the date hereof, in each case, without the consent of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)Required Lenders hereunder.

Amendment of Material Documents. The TheExcept to the extent provided in the Tenth Amendment, the Borrower will not, nor will it permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporation, by-laws or other organizational documents, and (b) (i) any Material Agreement (other than any ABL Loan DocumentDocument and the Junior Loan Documents), Spin-Off Documentation or other agreements (including joint venture agreements), in each case to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders)respect, (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the ABL/Term Loan Intercreditor Agreement)) or (iii) any Junior Loan Document in a manner that is inconsistent with the Term Intercreditor Agreement. [Reserved].

Amendment of Material Documents. The Borrower Company will not, nor will it permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) the provisions of its certificate of incorporation, by-laws or other organizational documents, and (b) (i) any Material Agreement (other than any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements), documents in each case to the extent such amendment, restatement, modification or waiver is a manner materially adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation b) its rights and obligations under other Material Contracts in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is manner materially adverse to the Lenders), (iic) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds terms of the sale, transfer Company's 9?% Senior Quarterly Interest Bonds due 2039 and any refinancings or other disposition replacements of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions the foregoing in a manner that would materially adverse to the Lenders, or (d) the terms of the Junior Secured Facilities or the Convertible Notes and any refinancings or replacements of any of the foregoing, in the case of all of the foregoing, (i) to increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “"Applicable Margin” " or similar component of the interest thereunder rate applicable thereto by more than 3.0% two percent (other than 2%) per annum in the aggregate (excluding increases resulting from (A) increases in the underlying reference rates, (B) increases required under the credit agreement evidencing the Bridge Financing Facility as a result of in effect on the date hereof, (C) the accrual of interest at the default raterate and (D) in the case of any Senior Notes, the issuance thereof at market rates in effect on the date of issuance); or (zii) adds shorten the scheduled maturity date of the Junior Secured Facilities or the Convertible Notes other than as the result of an additional covenant or acceleration after the occurrence of an event of default thereunder; or makes (iii) increase the principal amount of the Junior Secured Facilities or the Convertible Notes other than by the amount of any covenant accrued and unpaid interest, any premium or event of default other amount paid in respect thereof, and fees and expenses incurred in connection with such amendment, restatement, supplement, replacement, refinancing, extension, consolidation, restructuring or modification thereof; or (iv) change the ABL prepayment, redemption or defeasance provisions thereof in a manner adverse to any Loan Documents Party; or (v) is otherwise materially more restrictive or burdensome prior adverse to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)Lenders.

Amendment of Material Documents. The Borrower will not, nor will it permit any Restricted Subsidiary to, to amend, restate, modify or waive any of its rights under (a) the provisions of its certificate of incorporation, by-laws or other organizational documentsdocuments in a manner materially adverse to the Lenders, and except to the extent provided by Section 6.03, (b) (i) the terms of the document governing any Material Agreement (other than any Replacement ABL Loan Document)DocumentsFacility or the Supplemental Letter of Credit Loan Documents; provided that with respect to any such Indebtedness, Spin-Off Documentation the Borrower and the Restricted Subsidiaries shall have the right to amend, modify or other agreements (including joint venture agreements), in each case waive terms to the extent not prohibited by the Intercreditor Agreement, (c) the terms of any Subordinated Indebtedness, or (d) any other Indebtedness for borrowed money to the extent constituting Material Indebtedness, or (e) any preferred stock (including, without limitation, the Series A Preferred Stock); provided that with respect to any such Material Indebtedness or any preferred stock, the Borrower and the Restricted Subsidiaries shall have the right to amend, modify or waive terms if such amendment, restatement, modification or waiver is not materially adverse to the Lenders in any material respect (it being understood and agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of to Material Indebtedness or preferred stock that was, when incurred, required to satisfy the Required Conditions hereunder that results in the maturity date, any Specified Vendor Receivables Financing Document scheduled amortization payments, mandatory redemptions or Specified Vendor Payables Financing Document, as applicable, sinking fund obligations or mandatory prepayments (including cash flow sweeps) on or prior to the date that is 91 days after the Maturity Date (other than, in the case of Indebtedness, customary offers to purchase upon a change of control, asset sale or event of loss, customary acceleration rights after an event of default and payments required to prevent any such Indebtedness from being treated as an “applicable high yield discount obligation” with the meaning of Section 163(i) of the Code, or any successor provision thereto or, in the case of preferred stock, redemption rights in connection with a fundamental change and similar provisions) shall be deemed materially adverse to the Lenders), (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement).

Amendment of Material Documents. The Borrower will notNone of the Obligors will, nor will it they permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) (i) its certificate of incorporation, by-laws or other organizational documents, and documents and/or (b) (iii) any Material Agreement (other than any ABL Loan Document)Agreement, Spin-Off Documentation or other agreements (including joint venture agreements)) other than the Term Loan Documents, in each case to the extent such amendment, restatement, modification or waiver is adverse to the Agent or Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary Obligors from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders), (b) the Term Loan Documents to the extent such amendment, restatement, modification or waiver (i) results in a maturity date earlier than 91 days following the Latest Maturity Date then in effect with respect to the Obligations, (ii) any ABL results in a decreased weighted average life of the Term Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents Debt (other than any obligations constituting Indebtedness created under as a result of an amendment solely to the ABL Credit Agreementfinal maturity date permitted by clause (i) above), (xiii) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) provision or changes any mandatory prepayment provisions provision in a manner that would increase the amount of any mandatory prepayment of the ABL Loans Term Loan Debt 8(provided, however, that this clause (only iii) shall not restrict the modification to the extent resulting in a corresponding permanent commitment reductiondefinition of “ECF Percentage” effected by the Term Loan Agreement Fourth Amendment), (yiv) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) ), or (zv) adds an additional covenant or event of default or makes any covenant or event of default in the ABL any Term Loan Documents Document materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the 8 Added per Third Amendment. benefits of such covenants covenant or events event of default), in each case under this clause (z), v) other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Term Priority Collateral or similar matters relating primarily (c) the documents evidencing any Permitted Convertible Indebtedness to the asset based revolving nature extent such amendment, restatement, modification or waiver (i) results in a maturity date earlier than 91 days following the Latest Maturity Date then in effect with respect to the Obligations or (ii) adds any required principal amortization or any mandatory prepayment or repurchase provision or changes any mandatory prepayment or repurchase provision in a manner that would increase the amount of the ABL Credit Agreement any mandatory prepayment or repurchase obligation in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)Permitted Convertible Indebtedness.

Amendment of Material Documents. The Borrower will notNone of the Borrowers will, nor will it they permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) (i) its certificate of incorporation, by-laws or other organizational documents, and documents and/or (b) (iii) any Material Agreement (other than any ABL Loan Document)Agreement, Spin-Off Documentation or other agreements (including joint venture agreements)) other than the Term Loan Documents, in each case to the extent such amendment, restatement, modification or waiver is adverse to the Agent or Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary Obligors from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders)) or (b) the Term Loan Documents to the extent such amendment, restatement, modification or waiver (i) results in a maturity date earlier than 91 days following the Latest Maturity Date then in effect with respect to the Obligations, (ii) any ABL results in a decreased weighted average life of the Term Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents Debt (other than any obligations constituting Indebtedness created under as a result of an amendment solely to the ABL Credit Agreementfinal maturity date permitted by clause (i) above), (xiii) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) provision or changes any mandatory prepayment provisions provision in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction)Term Loan Debt, (yiv) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) ), or (zv) adds an additional covenant or event of default or makes any covenant or event of default in the ABL any Term Loan Documents Document materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants covenant or events event of default), in each case under this clause (z), v) other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Term Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)Collateral.

Amendment of Material Documents. The Borrower will notNo Loan Party will, nor will it permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporationany agreement relating to any Subordinated Indebtedness, by-laws to the extent any such amendment, modification or other organizational documentswaiver would be adverse in any material respect to the Administrative Agent, Lenders, or the Loan Parties, and (b) (i) any Material Agreement (other than any ABL Loan Document)its charter, Spin-Off Documentation articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other agreements (including joint venture agreements)organizational or governing documents, in each case to the extent any such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver would be adverse in any material respect to the Administrative Agent, Lenders, or the Loan Parties. Without the prior written consent of the Administrative Agent and the Required Lenders, no Loan Party will, nor will it permit any Subsidiary or Specified Securitization Entity to, amend, modify or waive any of its rights under any Specified Vendor Receivables Financing Securitization Document (i) to increase the amount or type of obligations guaranteed under the Specified Vendor Payables Financing Document, Securitization Guaranty (other than in connection with a Facility Increase (as applicable, that such term is adverse defined and used the Specified Securitization Credit Agreement on the Second Amendment Effective Date)) or to change the Lenders)methodology therein under which the amount of the guaranty thereunder is calculated, (ii) any ABL Loan Document that (w) expands to otherwise amend or adds to modify the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only Specified Securitization Guaranty to the extent resulting any such amendment or modification would be adverse in a corresponding permanent commitment reduction or requiring prepayment from any material respect to the net cash proceeds of the saleAdministrative Agent, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage toLenders, or the Loan Parties, (iii) to add additional categories of assets that are sold or otherwise transferred to the Specified Securitization Purchaser, including, without limitation, to require “World Pack Fees” (as such term is defined and used in the Specified Securitization Credit Agreement) to be transferred to any taking Specified Securitization Entity or the Specified Securitization Agent or otherwise become collateral under power of eminent domain the Specified Securitization Documents, or by condemnation or similar proceeding of, any Term Priority Collateral(iv) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only otherwise to the extent resulting any such amendment, modification or waiver would be adverse in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior material respect to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of Administrative Agent, Lenders, or the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)Loan Parties.

Amendment of Material Documents. The Borrower Loan Parties will not, nor and will it not permit any Subsidiary of the Restricted Subsidiaries to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporationany agreement relating to any Subordinated Debt, by-laws or other organizational documentsexcept as permitted below, and (b) (i) any Material Agreement (other than any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements), in each case its Organization Documents to the extent any such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is would be adverse to the LendersLenders or (c) the Notes Documents, except as permitted below. Notwithstanding the foregoing, amendments and modifications of the Notes Documents and agreements related to such Subordinated Debt shall be permitted to the extent that such amendment or modification does not (i) shorten the scheduled maturity, add amortization, accelerate the dates upon which any amortization or other mandatory prepayments or interest payments are due, or add additional redemption, put or prepayment provisions (it being understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of such Debt upon the occurrence of an event of default, asset sale or a change in control shall not be deemed to constitute a change in the stated final maturity thereof), (ii) add any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement)Events of Default, (xiii) adds revise any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction subordination or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment collateral provisions in a manner that would materially adverse to the Agent or Lenders, or (iv) collectively with all other amendments, increase materially the amount of any mandatory prepayment obligations of the ABL Loans (only obligors thereunder or confer additional rights on the holders of such Debt which are materially adverse to the extent resulting in rights of the Agent or Lenders. For the avoidance of doubt, the preceding sentence shall not prohibit an amendment or modification to the Notes Documents or agreements related to Subordinated Debt entered into to effectuate a corresponding permanent commitment reduction), (y) increases repayment or increase thereof otherwise permitted under this Agreement and the “Applicable Margin” or similar component terms of interest thereunder by more than 3.0% which (other than as a result of accrual of interest at the default ratethose necessary to effectuate such repayment or increase) or are not otherwise prohibited under clauses (zi) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect through (unless this Agreement is amended to provide all iv) of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)preceding sentence.

Amendment of Material Documents. The Borrower will not, nor will it permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporation, by-laws or other organizational documents, and (b) (i) any Material Agreement (other than any ABL Loan DocumentDocument and the Junior Loan Documents), Spin-Off Documentation or other agreements (including joint venture agreements), in each case to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders)respect, (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more NAI-1506616474v8 than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the ABL/Term Loan Intercreditor Agreement)) or (iii) any Junior Loan Document in a manner that is inconsistent with the Term Intercreditor Agreement.

Amendment of Material Documents. The Except pursuant to the Effective Date Transactions, neither Holdings nor the Borrower will notwill, nor will it they permit any Subsidiary to, to (a) amend, restate, modify or waive any of its rights under (a) its certificate of incorporation, by-laws or other organizational documents; provided that the organizational documents of the Loan Parties may be amended so long as such amendment could not reasonably be expected to have a Material Adverse Effect, and (b) amend, supplement or modify any of the terms or provisions contained in the TRW Agreement, the Permitted Management Agreement or the Holdco 2005 Notes (or any other document governing or providing for the terms and conditions of the Indebtedness evidenced thereby) unless such amendment, supplementation or modification could not reasonably be expected to have a Material Adverse Effect, or (c) amend, modify or supplement any terms or provisions contained in the June 2004 Note Documents, other than (i) any Material Agreement (other than any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements), such amendments and consents as shall be contained in each case to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of documents delivered by the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse pursuant to the LendersSection 4.02(b), (ii) any ABL Loan Document that a supplement to add a guarantor thereunder, so long as such Person is a guarantor under the Subsidiary Guarantee Agreement, (wiii) expands or adds in connection with additional issuances of Notes pursuant to the obligations secured under June 2004 Notes Documents in all material respects on the same terms as the June 2004 Notes and the June 2004 Notes Documents provide on the Fourth Restatement Effective Date, after giving effect to the amendments and consents as shall be contained in the documents delivered by the Borrower pursuant to Section 4.02(b), as from time to time modified pursuant to this Section 6.11, (iv) in connection with permitted repayments or repurchases of the June 2004 Notes, and (v) any ABL Security amendment or consent the effect of which does not impose any new material obligation on, and is not in any material respect more restrictive on, any Loan Party than the terms of the June 2004 Notes and the June 2004 Notes Documents on the Fourth Restatement Effective Date, after giving effect to the amendments and consents as shall be contained in the documents delivered by the Borrower pursuant to Section 4.02(b). With respect to any amendment, supplementation or modification pursuant to clauses (other than any obligations constituting Indebtedness created under the ABL Credit Agreementa), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rateb) or (zc), above, the Borrower shall have delivered to the Administrative Agent and its counsel a copy of such proposed amendment, supplementation or modification at least five (5) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome Business Days prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement)proposed effective date thereof.

Amendment of Material Documents. The Borrower will not, nor will it permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporation, by-laws or other organizational documents, and (b) (i) any Material Agreement (other than any ABL Loan Document or any First Lien Term Loan Document), Spin-Off Documentation ) or other agreements (including joint venture agreements), in each case to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders)respect, (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit AgreementAgreement and permitted under Section 6.01), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of Agreement, and (iii) any Offshore Facilities Refinancing (First Lien Term Loan Document except as defined in otherwise permitted by the Term Intercreditor Agreement).

Amendment of Material Documents. The Borrower will not, nor will it permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporation, by-laws or other organizational documents, and (b) (i) any Material Agreement (other than any ABL Loan DocumentDocument and the Junior Loan Documents), Spin-Off Documentation or other agreements (including joint venture agreements), in each case to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders), (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the ABL/Term Loan Intercreditor Agreement)) or (iii) any Junior Loan Document in a manner that is inconsistent with the Term Intercreditor Agreement.

Amendment of Material Documents. The Borrower Loan Parties will not, nor and will it not permit any Subsidiary of the Restricted Subsidiaries to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporationany agreement relating to any Subordinated Debt except as permitted below, by-laws or other organizational documents, and (b) (i) any Material Agreement (other than any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements), in each case its Organic Documents to the extent any such amendment, restatement, modification or waiver is would be adverse to the Lenders, (c) the Senior Secured Notes Documents except as permitted below, (d) the Tax Receivables Agreements to the extent any such amendment, modification or waiver would be adverse to the Lenders in any material respect or (it being agreed that e) the addition or removal of Reorganization Agreement to the Borrower or extent any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an such amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is would be adverse to the Lenders)Lenders in any material respect. Notwithstanding the foregoing, amendments and modifications of the Senior Secured Notes Documents and agreements related to such Subordinated Debt shall be permitted to the extent that such amendment or modification does not (i) shorten the scheduled maturity, add amortization, accelerate the dates upon which any amortization or other mandatory prepayments or interest payments are due, or add additional redemption, put or prepayment provisions, (ii) add any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement)events of default, (xiii) adds revise any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction subordination or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment collateral provisions in a manner that would materially adverse to the Agent or Lenders, or (iv) collectively with all other amendments, increase materially the amount of any mandatory prepayment obligations of the ABL Loans (only obligors thereunder or confer additional rights on the holders of such Debt which are materially adverse to the extent resulting in rights of the Agent or Lenders. For the avoidance of doubt, the preceding sentence shall not prohibit an amendment or modification to the Senior Secured Notes Documents or agreements related to Subordinated Debt entered into to effectuate a corresponding permanent commitment reduction), (y) increases repayment or increase thereof otherwise permitted under this Agreement and the “Applicable Margin” or similar component terms of interest thereunder by more than 3.0% which (other than as a result of accrual of interest at the default ratethose necessary to effectuate such repayment or increase) or are not otherwise prohibited under clauses (zi) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect through (unless this Agreement is amended to provide all iv) of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement).preceding sentence. 181

Amendment of Material Documents. The Borrower will not, nor will it permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) its certificate of incorporation, by-laws or other organizational documents, and (b) (i) any Material Agreement (other than any ABL Loan Document), Spin-Off Documentation ) or other agreements (including joint venture agreements), in each case to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect respect, (it being agreed that ii) any employment agreement or arrangement with any member of the addition or removal senior management of the Borrower or any Subsidiary from participation Subsidiary, unless approved in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to writing by the Lenders)Required Lenders exercising their reasonable discretion, (iiiii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z), other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the ABL/Term Loan Intercreditor Agreement).

Amendment of Material Documents. The Borrower will notNone of the Obligors will, nor will it they permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) (i) its certificate of incorporation, by-laws or other organizational documents, and and/or (b) (iii) any Material Agreement (other than any ABL Loan Document)Agreement, Spin-Off Documentation or other agreements (including joint venture agreements)) other than the Term Loan Documents, in each case to the extent such amendment, restatement, modification or waiver is adverse to the Agent or Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary Obligors from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to the Lenders), (b) the First Lien Term Loan Documents to the extent such amendment, restatement, modification or waiver (i) results in a maturity date earlier than 91 days following the Latest Maturity Date then in effect with respect to the Obligations, (ii) any ABL results in a decreased weighted average life of the First Lien Term Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents Debt (other than any obligations constituting Indebtedness created under as a result of an amendment solely to the ABL Credit Agreementfinal maturity date permitted by clause (i) above), (xiii) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) provision or changes any mandatory prepayment provisions provision in a manner that would increase the amount of any mandatory prepayment of the ABL Loans First Loan Term Loan Debt (only provided, however, that this clause (iii) shall not restrict the modification to the extent resulting in a corresponding permanent commitment reductiondefinition of “ECF Percentage” effected by the First Lien Term Loan Agreement Fourth Amendment and the First Lien Term Loan Agreement Sixth Amendment), (yiv) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) ), or (zv) adds an additional covenant or event of default or makes any covenant or event of default in the ABL any First Lien Term Loan Documents Document materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all of the Lenders with the benefits of such covenants covenant or events event of default), in each case under this clause (z), v) other than covenants and events of default solely relating to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Term Priority Collateral or similar matters relating primarily (c, (c) the Second Lien Term Loan Documents to the asset based revolving nature of extent such amendment, restatement, modification or waiver (i) results in a maturity date earlier than 91 days following the ABL Credit Agreement or Latest Maturity Date then in effect with respect of any Offshore Facilities Refinancing (as defined in to the Intercreditor Agreement).Obligations,

Amendment of Material Documents. The Borrower will notNo Loan Party will, nor will it permit any Subsidiary of its Restricted Subsidiaries to, amend, restate, modify or waive any of its rights under (a) any 2010 Note Document or any Replacement Note Document or (b) (i) its certificate of incorporation, by-laws laws, operating, management or partnership agreement or other organizational documentsdocuments or (ii) without the consent of the Administrative Agent (or the Required Lenders in the case of amendments or modifications of the 2010 Earnout, and (b) (i) any Material Agreement (other than any ABL Loan Documentthe 2014 Earnout, or the 2014 Acquisition Note that would increase the amount thereof or accelerate the payment schedule thereof), Spin-Off Documentation the 2010 APA, the 2014 SPA or other agreements (including joint venture agreements)the 2014 Acquisition Note, in each case in this subsection (b) to the extent any such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary from participation in a Specified Vendor Receivables Financing or Specified Vendor Payables Financing shall not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is would be materially adverse to the Lenders); provided that, (ii) any ABL Loan Document that (w) expands or adds to notwithstanding the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement)foregoing, (x) adds any mandatory prepayment provisions (only to extending the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds maturity date of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), 2014 Acquisition Note and (y) increases agreeing to pay interest not to exceed 8% per annum of the “Applicable Margin” principal amount of the 2014 Acquisition Note, in each case shall be deemed not to be materially adverse to the Lenders or similar component to otherwise require the consent of the Required Lenders; provided, further, that solely with respect to clause (y), without the consent of the Administrative Agent, no such interest thereunder by more than 3.0% payments shall begin accruing until the earlier of (other than as a result of accrual of interest at the default rateA) September 30, 2014 or (zB) adds an additional covenant such earlier date that Cott Ventures Limited amends the 2014 Acquisition Note or event of default or makes any covenant or event of default in obtains a waiver extending the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all maturity date of the Lenders with the benefits of such covenants or events of default)2014 Acquisition Note, in each case under this clause (zB), other than covenants and events only as a result of default solely relating Cott Ventures Limited’s inability to satisfy the Borrowing Base (as defined requirements to repay the 2014 Acquisition Note on its maturity date in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreementaccordance with Section 6.09(b)(xii).”.

Amendment of Material Documents. The Borrower will not, nor and will it not permit any Subsidiary to, amend, restate, modify or waive any of its rights under (a) its any Credit Document or Subordinated Indenture Document, (b) any Subordinated Note Document (other than in the case of the Borrower or any Subsidiary, to make any change which would not have an adverse effect upon Lenders (in the reasonable determination of the Required Lenders, provided that if the Borrower makes a written request for a determination and the Required Lenders do not respond within five Business Days to the Borrower’s written request such determination shall be deemed to have determined that such waiver, amendment or modification would not adversely impact the Lenders)), or (c) in the case of the Borrower, the Restated Certificate of Incorporation or the by-laws of the Borrower or, in the case of any Subsidiary, such Subsidiary’s certificate of incorporation, by-laws or other organizational documents, and (b) (i) any Material Agreement documents (other than any ABL Loan Document), Spin-Off Documentation or other agreements (including joint venture agreements), in each the case to the extent such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it being agreed that the addition or removal of the Borrower or any Subsidiary, any amendment the sole effect of which is to change the legal name of the Borrower or such Subsidiary from participation or to authorize additional shares of capital stock or other Equity Interests the issuance of which is permitted by this Agreement or to make any other change which would not have an adverse effect upon Lenders (in the reasonable determination of the Required Lenders, provided that if the Borrower makes a Specified Vendor Receivables Financing written request for a determination and the Required Lenders do not respond within five Business Days to the Borrower’s written request such determination shall be deemed to have determined that such waiver, amendment or Specified Vendor Payables Financing shall modification would not constitute an amendment, modification or waiver of any Specified Vendor Receivables Financing Document or Specified Vendor Payables Financing Document, as applicable, that is adverse to adversely impact the Lenders)); provided that, (ii) any ABL Loan Document that (w) expands or adds to the obligations secured under any ABL Security Documents (other than any obligations constituting Indebtedness created under the ABL Credit Agreement), (x) adds any mandatory prepayment provisions (only to the extent resulting in a corresponding permanent commitment reduction or requiring prepayment from the net cash proceeds of the sale, transfer or other disposition of Term Priority Collateral or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Term Priority Collateral) or changes any mandatory prepayment provisions in a manner that would increase the amount of any mandatory prepayment of the ABL Loans (only to the extent resulting in a corresponding permanent commitment reduction), (y) increases the “Applicable Margin” or similar component of interest thereunder by more than 3.0% (other than as a result of accrual of interest at the default rate) or (z) adds an additional covenant or event of default or makes any covenant or event of default in the ABL Loan Documents materially more restrictive or burdensome prior to the Latest Maturity Date then in effect (unless this Agreement is amended to provide all case of the Lenders with the benefits of such covenants or events of default), in each case under this clause (z)a) of this Section 6.11, other than covenants and events of default solely relating in a case to the Borrowing Base (as defined in the ABL Credit Agreement), the ABL Priority Collateral or similar matters relating primarily to the asset based revolving nature of the ABL Credit Agreement or in respect of any Offshore Facilities Refinancing (as defined in the Intercreditor Agreement).allow an aggregate principal amount of