Common use of Amendments to Certain Documents Clause in Contracts

Amendments to Certain Documents. (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of the Lenders any term or condition of (i) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents or any documentation governing Junior Debt or (ii) any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (i) and (ii), any amendments, modifications or changes thereto after the date hereof that (A) increase to the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (B) change to any right of redemption, retirement or put option set forth therein, and (C) [reserved] (including, for the avoidance of doubt, in the case of each of clauses (A) and (B), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings, such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (iA) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents or any documentation governing Junior Debt or (iiB) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (iA) and (iiB), any amendmentsamendment, modifications modification or changes thereto after change to any such documentation that has the date hereof that effect of (Ax) increase to increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (By) change to changing any right of redemption, retirement or put option set forth therein, and therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) [reserved] of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (Ax), (y) and (Bz), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of HoldingsHoldings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. (a) Each of Holdings and the Borrower shall Company will not, and shall will not permit any of its Restricted Subsidiaries to to, (i) amend, restate, supplement or otherwise modify or change replace in any respect the Senior Indenture (2011) (including any agreements or other documents executed in connection therewith) without the prior written consent of the Required Lenders, provided that Holdings or any of its Subsidiaries may amend, supplement or otherwise modify any of the foregoing agreements without the prior written consent of the Global Agent (which consent shall not be unreasonably withheld or delayed), so long as any such amendment or modification does not, in the opinion of the Global Agent, materially and adversely impact the rights or remedies of the Global Agent and the Lenders hereunder in any material respect, (ii) permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness (other than the Senior Indenture (2011) (including any agreements or other documents executed in connection therewith)) of Holdings or any of its Subsidiaries that is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would be materially adverse to the Lenders in any material respect, (iii) permit any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect or (iv) permit any waiver, supplement, modification, amendment, termination or release of any Transaction Document (other than the Loan Documents (to the extent otherwise permitted by the terms hereof)), in any manner that is materially adverse in any material respect to the interests of the Lenders in any term or condition of (i) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents or any documentation governing Junior Debt or (ii) any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (i) and (ii), any amendments, modifications or changes thereto after the date hereof that (A) increase to the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (B) change to any right of redemption, retirement or put option set forth therein, and (C) [reserved] (including, for the avoidance of doubt, in the case of each of clauses (A) and (B), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings, such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement)material respect.

Amendments to Certain Documents. (a) Holdings and the Borrower shall will not, and shall will not permit any of its Restricted Subsidiaries to amend, modify modify, restate, supplement or otherwise change in (pursuant to a waiver or otherwise), the Subordination Agreement, any manner that is materially adverse to LC Procurement Document or the interests of the Lenders any term or condition of LC Issuance Agreement other than (i) any such amendment, restatement, supplement, modification or other change which would not be adverse to any Payer Party or the Shared Services Agreement, Collateral Agent and which does not involve the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents or any documentation governing Junior Debt payment of a consent fee or (ii) any Charter Document such amendment as may be necessary, if any, with respect to the Applicable Rate and related provisions and definitions hereunder in order to provide for the payment of Holdingsa LC Fee equal to the sum of the weighted average Applicable Margin (as defined in the Term B Credit Agreement), the Borrower or any Subsidiary that is a Guarantor Alternate Base Rate (it being understood and agreed that, as defined in the case Term B Credit Agreement) (with respect to the ABR Tranches of each of clauses (i) and (iiABR Borrowings under the Term B Credit Agreement), any amendments, modifications or changes thereto after and the date hereof that Adjusted LIBO Rate (Aas defined in the Term B Credit Agreement) increase (with respect to the amount, rate or frequency Eurodollar Tranches of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, Eurodollar Borrowings under the Term B Credit Agreement) after giving effect to the incurrence of Other Term Loans (B) change to any right of redemption, retirement or put option set forth therein, and (C) [reserved] (including, for the avoidance of doubt, as defined in the case of each of clauses (ATerm B Credit Agreement) and (B), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests accordance with Section 2.22 of the Lenders)Term B Credit Agreement; provided that, in the case of any Charter Document of Holdings, that no such amendment, modification modification, change, waiver, discharge or change shall be permitted termination shall, without the consent of the Collateral Agent, (a) extend the LC Release Date, or reduce the Fees or extend the time of payment of any LC Procurement Agreement Obligations (as defined in the Term B Credit Agreement) (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the outstanding amount of Reimbursement Obligations (as defined in the Term B Credit Agreement), (b) release any Collateral, (c) amend, modify or waive any provision of Section 10.05, or (d) consent to the extent that Holdings and assignment or transfer by LuxCo of any of its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement)rights thereunder.

Amendments to Certain Documents. (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (iA) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Monarch Acquisition Agreement and Seller Debt (in the other FTS case of the Monarch Acquisition DocumentsSeller Debt, after the Third Amendment Effective Date), the West Xxxxxx REV Energy Acquisition Agreement and Seller Debt (in the other West Xxxxxx case of the REV Energy Acquisition Documents Seller Debt, after the Third Amendment Effective Date) or any documentation governing Junior Debt or (iiBii) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (iAi) and (iiBii), any amendmentsamendment, modifications modification or changes thereto after change to any such documentation that has the date hereof that effect of (Ax) increase to increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (By) change to changing any right of redemption, retirement or put option set forth therein, and therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) [reserved] of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (Ax), (y) and (Bz), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of HoldingsHoldings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of the Lenders any term or condition of (i) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Mxxxxx Acquisition Agreement and the other West Xxxxxx Mxxxxx Acquisition Documents or any documentation governing Junior Debt or (ii) any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (i) and (ii), any amendments, modifications or changes thereto after the date hereof that (A) increase to the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (B) change to any right of redemption, retirement or put option set forth therein, and (C) [reserved] (including, for the avoidance of doubt, in the case of each of clauses (A) and (B), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings, such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or 322 323 distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. (a) Holdings and the Borrower shall will not, and shall will not permit any of its Restricted Subsidiaries to amend, restate, supplement, modify or otherwise change in (pursuant to a waiver or otherwise) the Subordination Agreement, any manner that is materially adverse to LC Procurement Document or the interests of the Lenders any term or condition of LC Issuance Agreement other than (i) the Shared Services Agreementany such amendment, the Tax Receivable Agreementrestatement, the FTS Acquisition Agreement and the supplement, modification or other FTS Acquisition Documentschange which would not be adverse to any Credit Party, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents Agent, Arranger or any documentation governing Junior Debt Lender and which does not involve the payment of a consent fee or (ii) any Charter Document such amendment as may be necessary, if any, with respect to the Applicable Rate (as defined in the LC Procurement Agreement) and related provisions and definitions thereunder in order to provide for the payment of Holdingsa LC Fee (as defined in the LC Procurement Agreement) equal to the sum of the weighted average Applicable Margin (as defined in the Term B Credit Agreement), the Borrower or any Subsidiary that is a Guarantor Alternate Base Rate (it being understood and agreed that, with respect to the ABR Tranches (as defined in the case LC Procurement Agreement) of each of clauses (i) and (iiABR Borrowings), any amendments, modifications or changes thereto after and the date hereof that Adjusted LIBO Rate (A) increase with respect to the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, Eurodollar Tranches (B) change to any right of redemption, retirement or put option set forth therein, and (C) [reserved] (including, for the avoidance of doubt, as defined in the case LC Procurement Agreement) of each of clauses (A) and (BEurodollar Borrowings), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse in effect under the Term B Credit Agreement after giving effect to the interests incurrence of Other Term Loans (as defined in the Term B Credit Agreement) in accordance with Section 2.22 of the Lenders)Term B Credit Agreement; provided that, in the case of any Charter Document of Holdings, that no such amendment, modification modification, change, waiver, discharge or change shall be permitted termination shall, without the consent of each Lender, (a) extend the LC Release Date (as defined in the LC Procurement Agreement), or reduce the Fees (as defined in the LC Procurement Agreement) or extend the time of payment of any LC Procurement Agreement Obligations (as defined in the Term B Credit Agreement) (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the outstanding amount of Reimbursement Obligations (as defined in the Term B Credit Agreement), (b) release any Collateral (as defined in the LC Procurement Agreement), (c) amend, modify or waive any provision of Section 10.05 of the LC Procurement Agreement, or (d) consent to the extent that Holdings and assignment or transfer by LuxCo of any of its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement)rights thereunder.

Amendments to Certain Documents. (a) Holdings and the The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, amend its certificate of incorporation (including any provisions or resolutions relating to Capital Stock), by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in a manner that would be adverse in any material respect to the Lenders. The Borrower shall not, through merger or otherwise, reincorporate under the laws of a jurisdiction other than a State of the United States or the District of Columbia. The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, amend or modify or grant any waiver or release under any Specified Material Contract, if such amendment, modification, waiver or release would be adverse in any material respect to the Lenders (including by affecting the assignability of any such contract or agreement in a manner that would have a Material and adverse effect on the rights of the Secured Parties in the Collateral (including in such agreement and other credit support as Collateral)); provided that (i) amendments, waivers and consents under multiple Specified Material Contracts entered into substantially contemporaneously shall be viewed taken as a whole and (ii) upon and following consummation of the Take-In Transaction, any Specified Material Contract between CCR or any of its Subsidiaries, on the one hand, and the Borrower or any of its Subsidiaries (other than CCR and its Subsidiaries), on the other hand, may be terminated or (to the extent CCR or the applicable Subsidiary of CCR is (and will be following such waiver, amendment, supplement or modification) a Guarantor) waived, amended, supplemented or otherwise modified.. The Borrower shall not, and shall not cause or permit any Restricted Subsidiaries to amendSubsidiary to, amend or modify or change grant any waiver or release under any Material Contract (other than any Specified Material Contract), if such amendment, modification, waiver or release affects the assignability of any such contract or agreement in any a manner that is materially would have a material and adverse effect on the rights of the Secured Parties in the Collateral (including in such agreement as Collateral) or could reasonably be expected to result in a Material Adverse Change; provided that (i) amendments, waivers and consents under multiple Material Contracts entered into substantially contemporaneously shall be viewed taken as a whole and (ii) upon and following consummation of the Take-In Transaction, any Material Contract between CCR or any of its Subsidiaries, on the one hand, and the Borrower or any of its Subsidiaries (other than CCR and its Subsidiaries), on the other hand, may be terminated or (to the interests extent CCR or the applicable Subsidiary of CCR is (and will be following such waiver, amendment, supplement or modification) a Guarantor) waived, amended, supplemented or otherwise modified.. The Borrower shall not, and shall not cause or permit any Subsidiary to, amend or modify or grant any waiver or release under (x) prior to the consummation of the Lenders any term or condition of Take-In Transaction, (i) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents partnership agreement of CCR or any documentation governing Junior Debt charter or other organizational documents of CCR GP, or (ii) any Charter Affiliated Company Loan Document of Holdings, the Borrower or (y) any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (i) and (ii), agreement governing or evidencing any amendments, modifications or changes thereto after the date hereof that (A) increase to the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (B) change to any right of redemption, retirement or put option set forth therein, and (C) [reserved] (including, for the avoidance of doubt, in the case of each of clauses (A) and (B), any Distribution resulting therefrom), shallSpecified Junior Obligation, in each case, case in any manner that would be deemed to be materially adverse in any material respect to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings, such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (i) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Monarch Acquisition Agreement and Seller Debt (in the other FTS case of the Monarch Acquisition DocumentsSeller Debt, after the Third Amendment Effective Date), the West Xxxxxx REV Energy Acquisition Agreement and Seller Debt (in the other West Xxxxxx case of the REV Energy Acquisition Documents Seller Debt, after the Third Amendment Effective Date) or any documentation governing Junior Debt or (ii) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (i) and (ii), any amendmentsamendment, modifications modification or changes thereto after change to any such documentation that has the date hereof that effect of (Ax) increase to increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (By) change to changing any right of redemption, retirement or put option set forth therein, and therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) [reserved] of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (Ax), (y) and (Bz), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of HoldingsHoldings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. (a) Holdings and the Borrower Parent shall not, and shall not permit any Restricted Subsidiary to, amend or otherwise modify any of its Restricted Subsidiaries the documentation governing (a) the L/C Facility or Permitted Refinancing Indebtedness in respect thereof, (b) the Unsecured Notes or Permitted Refinancing Indebtedness in respect thereof, in each case to amendthe extent that any such amendment or other modification, modify or change in any manner that is taken as a whole, would be materially adverse to the interests of the Lenders any term or condition of (i) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents or any documentation governing Junior Debt or (ii) any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood acknowledged and agreed thatthat (x) any amendment to the provisions of Section 8.09 (financial covenant regarding liquidity) of the L/C Facility Credit Agreement, or any defined term used in such section or in other applicable defined terms, in any case to make it less restrictive on Borrowers, and (y) any amendment to the case documentation governing the Indebtedness described in either of each of the foregoing clauses (ia) and (ii), b) that restricts or modifies (in any amendments, modifications or changes thereto after the date hereof that (A) increase manner adverse to the amountLenders) any requirements to constitute a permitted refinancing of this Agreement or the Obligations hereunder from those in effect on the Closing Date, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (B) change to any right of redemption, retirement or put option set forth therein, and (C) [reserved] (including, for the avoidance of doubt, in the case of each of clauses (A) and (B), any Distribution resulting therefrom), shall, in each case, shall be deemed to be materially adverse to the interests Lenders), (c) except as permitted by Section 6.1(k)(iii), any unsecured Indebtedness incurred pursuant to Section 6.1(k) to shorten the stated maturity of any such Indebtedness to be any date earlier than 91 days after the latest to occur of the Lenders); provided that, Maturity Date and the "Maturity Date" under and as defined in the case L/C Facility Credit Agreement or (d) any Subordinated Indebtedness incurred pursuant to Section 6.1(l) to amend or otherwise modify the subordination terms of any Charter Document of Holdings, such amendment, modification or change shall be permitted Indebtedness in a manner adverse to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement)Lenders.

Amendments to Certain Documents. (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (iA) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents [**] or any documentation governing Junior Debt or (iiB) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (iA) and (iiB), any amendmentsamendment, modifications modification or changes thereto after change to any such documentation that has the date hereof that effect of (Ax) increase to increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (By) change to changing any right of redemption, retirement or put option set forth therein, and therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) [reserved] of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (Ax), (y) and (Bz), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of HoldingsHoldings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

Amendments to Certain Documents. (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (i) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Monarch Acquisition Agreement and Seller Debt (in the other FTS case of the Monarch Acquisition DocumentsSeller Debt, after the Third Amendment Effective Date), the West Xxxxxx REV Energy Acquisition Agreement and Seller Debt (in the other West Xxxxxx case of the REV Energy Acquisition Documents Seller Debt, after the Third Amendment Effective Date), the [**] (in the case of the [**], after the Fifth Amendment Effective Date) or any documentation governing Junior Debt or (ii) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (i) and (ii), any amendmentsamendment, modifications modification or changes thereto after change to any such documentation that has the date hereof that effect of (Ax) increase to increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (By) change to changing any right of redemption, retirement or put option set forth therein, and therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) [reserved] of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (Ax), (y) and (Bz), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of HoldingsHoldings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).