Common use of Modification of Certain Agreements Clause in Contracts

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

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

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

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

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

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

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

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

Modification of Certain Agreements. Each Credit Party Without the prior written consent of the Required Lenders, Holdings and the Borrower will not, and will not permit any of its the Restricted Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in, or applicable to, the Preferred Stock or any Material Document or any schedules, exhibits or agreements related thereto (the "Restricted Agreements"), in each case which would (a) materially adversely affect the rights or remedies of the Lenders, or the Borrower's or any Organization Documents other Obligor's ability to perform hereunder or under any Loan Document or materially increase the obligations of Holdings, the Borrower or any other Restricted Subsidiary thereunder or confer any additional rights in the holders of any Permitted Subordinated Debt (or a Credit Party, in each case, trustee or other than any amendment, supplement, waiver or modification or forbearance that could not reasonably representative on their behalf) which would be expected to be materially adverse to any Obligor or Lender to the interests detriment of the Secured Parties (except with the consent of the Required Lenders) , or if required by law, (b) increase the principal amount of, or increase the interest rate on, or add or increase any documentfee with respect to, agreement any Permitted Subordinated Debt or instrument evidencing any such Restricted Agreement, advance any dates upon which payments of principal or governing interest are due thereon or change any Indebtedness that has been subordinated of the covenants with respect thereto in a manner which is more restrictive to the Obligations in right of payment Borrower or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), Restricted Subsidiaries or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) case of any Permitted Subordinated Debt Document, change the subordination provisions thereof (collectivelyincluding any default or conditions to an event of default relating thereto), or change any collateral therefor (other than to release such collateral), if (in the case of this clause (c)), the “Acquisition Documents”)effect of such amendment or change, in each caseindividually or together with all other amendments or changes made, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected is to be adverse to 92 increase the interests obligations of the Secured Parties obligor thereunder or to confer any additional rights on the holders of such Permitted Subordinated Debt (except with the consent of the Required Lendersor a trustee or other representative on their behalf); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

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

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

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

Modification of Certain Agreements. Each Credit Party The Borrowers will not, and will not permit any of its their Subsidiaries or Affiliates to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of, or enter into of any forbearance from exercising any rights with respect to of the terms or provisions contained in (a) in, or applicable to, any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with Transaction Documents, the consent of Tax Sharing Agreement, the Required Lenders) Arby's Stock Option Plan, the Triarc Beverage Stock Option Plan or if required by law, (b) any document, agreement document or instrument evidencing or governing applicable to any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”)Subordinated Debt, in each case, other than any amendment, supplement, waiver case which would (a) materially adversely affect the rights or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests remedies of the Secured Parties, or materially increase the financial obligations of Holdco or any of its Subsidiaries thereunder, or any other Obligor's ability to perform its obligations hereunder or under any Loan Document, or (b) with respect to any Subordinated Debt, (i) increase the principal amount thereof, or increase the interest rate on, or add or increase any fee with respect thereto, (ii) reduce either the tenor or the average life thereof, (iii) change the respective primary obligor(s) thereto, (iv) change the security, if any, therefor (except to the extent that less security is granted to holders of such Subordinated Debt), (v) modify the subordination provisions, if any, thereof (including any defaults or conditions to an event of default relating thereto) in such a manner that, after giving effect to any such modification, such Subordinated Debt would not be subordinated to the same degree as it was prior to any such modifications, or (vi) modify any of the covenants, defaults, rights or remedies contained therein which would make such covenants, defaults, rights or remedies, taken as a whole, more burdensome to the obligor or obligors thereto.

Modification of Certain Agreements. Each (a) No Credit Party will notamend, and will not permit any of its Subsidiaries modify, supplement, waive or Affiliates tootherwise change, or consent or agree to any amendment, modification, supplement, waiver or other modification ofchange to, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance ’s Organizational Documents that could not would reasonably be expected to be materially adverse to adversely affect the interests of Administrative Agent and the Secured Parties (except with the consent of the Required Lenders) or if required by law, Lenders in any material respect. (b) No Credit Party will, nor shall it permit any documentof its Restricted Subsidiaries to, agreement amend, modify, supplement, waive or instrument evidencing otherwise change, or governing consent or agree to any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, modification, supplement, waiver or other modification is permitted under change to, or enter into any forbearance from exercising any rights with respect to the terms of the subordination or intercreditor agreement applicable thereto provisions contained in any Subordinated Debt Document or could not reasonably be expected to be materially adverse to the interests of the Secured Parties Junior Lien Debt Document governing or evidencing Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, that constitutes Material Indebtedness (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendmentmodification, supplement, waiver or modification other change (x) which does not adversely affect the Administrative Agent or forbearance the Lenders in any material respect or (y) for which no fee is payable to the holders of such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, and that (i) extends the maturity or reduces the amount of any repayment, prepayment or redemption of the Acquisition principal of such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, (ii) reduces the rate or extends any date for payment of interest, premium (if any) or fees payable on such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents such that or Junior Lien Debt Document, as applicable, less restrictive on any applicable Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.Party). Section 7.11

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

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

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

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

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

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

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

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