Common use of Certain Amendments Clause in Contracts

Certain Amendments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, without the prior written consent of the Required Lenders (not to be unreasonably withheld or delayed), (i) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any Subordinated Indebtedness, or breach or otherwise violate any of the subordination provisions applicable thereto, including, without limitation, restrictions against payment of principal and interest thereon (other than amendments, modifications or waivers that do not affect payments, prepayments, subordination, the definition of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected to affect the Lenders adversely, as determined in the reasonable judgment of the Required Lenders), (ii) amend, modify or waive, or permit the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of the Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the Warrants, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement or any other agreement entered into by it with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for the consummation of a Qualified Public Offering), or (iii) amend, modify or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of its certificate or articles of incorporation, certificate of partnership, certificate or articles of organization, operating agreement, partnership agreement or bylaws, as applicable, or the terms of any class or series of its Capital Stock (including Preferred Stock). The Borrower will give no less than five (5) Business Days' prior written notice to the Agent of any proposed amendment, modification or waiver of or with respect to any document or agreement referenced in this SECTION 8.10.

Certain Amendments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, without the prior written consent of the Required Lenders (not to be unreasonably withheld or delayed), (i) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any Subordinated Indebtedness, the effect of which would be (a) to increase the principal amount due thereunder or provide for any mandatory prepayments not already provided for by the terms thereof, (b) to shorten or accelerate the time of payment of any amount due thereunder (to the extent such modification would cause any such Subordinated Indebtedness to become due within one year after the due date for repayment of any of the Obligations), (c) to increase the applicable interest rate (to the extent payable in cash) or amount of any fees or costs due thereunder, (d) to amend any of the subordination provisions thereunder (including any of the definitions relating thereto), (e) to make any covenant or event of default therein more restrictive or add any new covenant or event of default, (f) to grant any security or collateral to secure payment thereof, or (g) to effect any change in the rights or obligations of the Credit Parties thereunder or of the holders thereof that, in the reasonable determination of the Administrative Agent, would be adverse in any material respect to the rights or interests of the Lenders, (ii) breach or otherwise violate any of the subordination provisions applicable theretoto any Subordinated Indebtedness, including, without limitation, restrictions against payment of principal and interest thereon (other than amendments, modifications or waivers that do not affect payments, prepayments, subordination, the definition of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected to affect the Lenders adversely, as determined in the reasonable judgment of the Required Lenders), (ii) amend, modify or waive, or permit the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of the Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the Warrants, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement or any other agreement entered into by it with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for the consummation of a Qualified Public Offering)thereon, or (iii) amend, modify or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), change any provision of its certificate articles or articles of incorporation, certificate of partnershipincorporation or formation, certificate or articles of organizationbylaws, partnership agreement, operating agreement, partnership agreement or bylawsother applicable formation or organizational documents, as applicable, or the terms of any class or series of its Capital Stock other than in a manner that could not reasonably be expected to adversely affect the Lenders in any material respect (including Preferred Stock). The provided that the Borrower will shall give no less than five (5) Business Days' prior written the Administrative Agent and the Lenders notice to the Agent of any proposed such amendment, modification or waiver of or change that is material, together with respect to any document or agreement referenced in this SECTION 8.10copies thereof).

Certain Amendments. The Borrower Each of the Parent and the Borrowers will not, and will not permit or cause any of its Subsidiaries to, without the prior written consent of the Required Lenders (not to be unreasonably withheld or delayed), (i) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any Subordinated Indebtedness, the effect of which would be (a) to increase the principal amount due thereunder or provide for any mandatory prepayments not already provided for by the terms thereof, (b) to shorten or accelerate the time of payment of any amount due thereunder, (c) to increase the applicable interest rate or amount of any fees or costs due thereunder, (d) to amend any of the subordination provisions thereunder (including any of the definitions relating thereto), (e) to make any covenant or event of default therein more restrictive or add any new covenant or event of default, (f) to grant any security or collateral to secure payment thereof, or (g) to effect any change in the rights or obligations of the Credit Parties thereunder or of the holders thereof that, in the reasonable determination of the Administrative Agent, would be adverse in any material respect to the rights or interests of the Lenders, (ii) breach or otherwise violate any of the subordination provisions applicable theretoto any Subordinated Indebtedness, including, without limitation, restrictions against payment of principal and interest thereon (other than amendments, modifications or waivers that do not affect payments, prepayments, subordination, the definition of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected to affect the Lenders adversely, as determined in the reasonable judgment of the Required Lenders), (ii) amend, modify or waive, or permit the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of the Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the Warrants, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement or any other agreement entered into by it with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for the consummation of a Qualified Public Offering)thereon, or (iii) amend, modify or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), change any provision of its certificate articles or articles of incorporation, certificate of partnershipincorporation or formation, certificate or articles of organizationbylaws, operating agreement, partnership agreement or bylawsother applicable formation or organizational documents, as applicable, or the terms of any class or series of its Capital Stock Stock, other than in a manner that could not reasonably be expected to adversely affect the Lenders in any material respect (including Preferred Stock). The Borrower will provided that the Company shall give no less than five (5) Business Days' prior written the Administrative Agent and the Lenders notice to the Agent of any proposed such amendment, modification or waiver of or change, together with respect to any document or agreement referenced in this SECTION 8.10certified copies thereof).

Certain Amendments. The Borrower will notNeither this Credit Facility Agreement, the Consent and will not permit Agreement, the Note, nor any Security Document nor any terms hereof or cause any of its Subsidiaries tothereof may be amended unless such amendment is approved by the Borrowers and the Majority Lenders, provided that no such amendment shall, without the prior written consent of the Required Lenders (not to be unreasonably withheld or delayed)each Lender affected thereby, (i) amend, modify reduce the interest rate or waive, or permit extend the amendment, modification or waiver of, any provision time of any Subordinated Indebtedness, or breach or otherwise violate any of the subordination provisions applicable thereto, including, without limitation, restrictions against a scheduled payment of principal and or interest thereon (other than amendmentsor fees on the Facility, modifications or waivers that do not affect payments, prepayments, subordination, reduce the definition of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected to affect the Lenders adversely, as determined in the reasonable judgment principal amount of the Required Lenders)Facility or any fees hereunder, (ii) amendincrease or decrease the Commitment of any Lender or subject any Lender to any additional obligation (it being understood that a waiver of any Event of Default, modify or waiveother than a payment default, or permit the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined mandatory repayment of Facility shall not constitute a change in the reasonable judgment terms of the Required Lendersany Commitment of any Lender), any provision of the Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the Warrants, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement or any other agreement entered into by it with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for the consummation of a Qualified Public Offering), or (iii) amend, modify or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), waive any provision of its certificate this Section 14.8, (iv) amend the definition of Majority Lenders or articles of incorporationany other definition referred to in this Section 14.8, certificate of partnership, certificate (v) consent to the assignment or articles of organization, operating agreement, partnership agreement or bylaws, as applicable, or transfer by the terms Borrowers of any class or series of their rights and obligations under this Credit Facility Agreement, (vi) accept payment for the obligations of the Security Parties under this Credit Facility Agreement in any currency other than Dollars, (vii) waive the requirements regarding the delivery of audited financial statements under Section 9.1(d), (viii) release any Security Party from any of its Capital Stock obligations under any Security Document except as expressly provided herein or in such Security Document or (including Preferred Stock). The Borrower will give no less than five (5ix) Business Days' prior written notice amend any provision relating to the Agent maintenance of collateral under Section 9.4; provided, further, that approval by all Lenders shall be required for any proposed amendment, modification amendment or waiver of or waivers with respect to Section 5.3 of this Credit Facility Agreement. All amendments approved by the Majority Lenders under this Section 14.8 must be in writing and signed by the Borrowers, each of the Lenders comprising the Majority Lenders and, if applicable, each Lender affected thereby and any document such amendment shall be binding on all the Lenders; provided, however, that any amendments or agreement referenced waivers with respect to Section 5.3 of this Credit Facility Agreement must be in this SECTION 8.10writing and signed by the Borrowers and all of the Lenders.

Certain Amendments. The Borrower Matria will not, and will not permit or cause any of its Subsidiaries to, without the prior written consent of the Required Lenders (not to be unreasonably withheld or delayed), (i) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any agreement or instrument evidencing or governing any Subordinated Indebtedness, the effect of which would be to (a) increase the principal amount due thereunder, (b) shorten or accelerate the time of payment of any amount due thereunder, (c) increase the applicable interest rate or amount of any fees or costs due thereunder, (d) amend any of the subordination provisions thereunder (including any of the definitions relating thereto), (e) make any covenant therein more restrictive or add any new covenant, or (f) otherwise materially and adversely affect the Lenders, or breach or otherwise violate any of the subordination provisions applicable thereto, including, without limitation, restrictions against payment of principal and interest thereon (other than amendments, modifications or waivers that do not affect payments, prepayments, subordination, the definition of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected to affect the Lenders adversely, as determined in the reasonable judgment of the Required Lenders)thereon, (ii) if any Default or Event of Default has occurred and is continuing or would result therefrom, amend, modify or waive, or permit the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of the Preferred Stock Purchase AgreementSenior Notes or the Senior Note Indenture, the Series G Preferred Stock Purchase Agreementeffect of which would be to (a) increase the principal amount due thereunder, (b) shorten or accelerate the Stockholders Agreementtime of payment of any amount due thereunder, (c) increase the Warrantsapplicable interest rate or amount of any fees or costs due thereunder, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement (d) make any covenant therein more restrictive or add any other agreement entered into by it with respect to its Capital Stocknew covenant, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for e) otherwise materially and adversely affect the consummation of a Qualified Public Offering)Lenders, or (iii) amend, modify modify, restate or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), change any provision of its certificate articles or articles of incorporation, certificate of partnership, certificate or articles of organization, operating agreement, partnership agreement incorporation or bylaws, as applicable, or the terms of any class or series of its Capital Stock (including Preferred Stock). The Borrower will give no less or the Gainxx Xxxurities Purchase Agreement, other than five (5) Business Days' prior written notice in a manner that could not reasonably be expected to adversely affect the Agent of any proposed amendment, modification or waiver of or with respect to any document or agreement referenced in this SECTION 8.10Lenders.

Certain Amendments. The Each of Parent and the Borrower will not, and will not permit or cause any of its Subsidiaries to, without the prior written consent of the Required Lenders (not to be unreasonably withheld or delayed), (i) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any of the Subordinated Notes, the Subordinated Loan Agreement or any other Subordinated Indebtedness, the effect of which would be (a) to increase the principal amount due thereunder or provide for any mandatory prepayments not already provided for by the terms thereof, (b) to shorten or accelerate the time of payment of any amount due thereunder (to the extent such modification would cause any such Subordinated Indebtedness to become due within one year after the due date for repayment of any of the Obligations), (c) to increase the applicable interest rate (to the extent payable in cash) or amount of any fees or costs due thereunder, (d) to amend any of the subordination provisions thereunder (including any of the definitions relating thereto), (e) to make any covenant or event of default therein more restrictive or add any new covenant or event of default, (f) to grant any security or collateral to secure payment thereof, or (g) to effect any change in the rights or obligations of the Credit Parties thereunder or of the holders thereof that, in the reasonable determination of the Administrative Agent, would be adverse in any material respect to the rights or interests of the Lenders, (ii) breach or otherwise violate any of the subordination provisions applicable theretoto the Subordinated Notes or any other Subordinated Indebtedness, including, without limitation, restrictions against payment of principal and interest thereon (other than amendments, modifications or waivers that do not affect payments, prepayments, subordination, the definition of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected to affect the Lenders adversely, as determined in the reasonable judgment of the Required Lenders), (ii) amend, modify or waive, or permit the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of the Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the Warrants, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement or any other agreement entered into by it with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for the consummation of a Qualified Public Offering)thereon, or (iii) amend, modify or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), change any provision of its certificate articles or articles of incorporation, certificate of partnershipincorporation or formation, certificate or articles of organizationbylaws, partnership agreement, operating agreement, partnership agreement or bylawsother applicable formation or organizational documents, as applicable, or the terms of any class or series of its Capital Stock or the Stockholders Agreement dated as of October 18, 2000 among the Borrower, Parent and the stockholders named therein, as amended (including Preferred StockSection 6 thereof). The , other than in a manner that could not reasonably be expected to adversely affect the Lenders in any material respect (provided that the Borrower will shall give no less than five (5) Business Days' prior written the Administrative Agent and the Lenders notice to the Agent of any proposed such amendment, modification or waiver of or change that is material, together with respect to any document or agreement referenced in this SECTION 8.10copies thereof).

Certain Amendments. The (a) Borrower will shall not, and will at any time after FNT becomes obligated on the Public Debentures shall not permit or cause any of its Subsidiaries FNT to, without agree to any amendment to the prior written consent terms and conditions of any Public Debenture or the underlying indenture related thereto that restricts, prohibits or would adversely affect FNT's ability to pay dividends to Borrower or would otherwise adversely affect Borrower's ability to pay and perform the Obligations in any material respect, including any amendment that would (a) increase the interest rate on such Public Debenture, (b) change the dates upon which payments of principal or interest are due on such Public Debenture other than to extend such dates, (c) change any default or event of default or financial covenant other than to delete or make less restrictive any default or financial covenant provision therein, or add any financial covenant with respect to such Public Debenture, (d) change the redemption, prepayment, defeasance or repurchase provisions of such Public Debenture other than to extend the dates therefor or to reduce the premiums (if any) payable in connection therewith, or (e) grant any security, collateral or guaranty to secure payment of such Public Debenture, unless, to the extent such grant is made by the Borrower, the Administrative Agent, for the benefit of the Required Lenders (not Banks, is granted, on a pari-passu basis, the identical security, collateral or guaranty to be unreasonably withheld or delayed), (i) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any Subordinated Indebtedness, or breach or otherwise violate any secure payment of the subordination provisions applicable theretoObligations, including, including without limitation, restrictions against payment in connection with or at any time after completion of principal and interest thereon (other than amendments, modifications or waivers that do not affect payments, prepayments, subordinationthe Restructuring, the definition conferring of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected rights to affect the Lenders adversely, as determined in the reasonable judgment obtain a Lien on any assets of the Required Lenders)Borrower, (ii) amend, modify or waive, or permit including any Equity Interests of FNT owned by the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of the Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the Warrants, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement or any other agreement entered into by it with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for the consummation of a Qualified Public Offering), or (iii) amend, modify or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of its certificate or articles of incorporation, certificate of partnership, certificate or articles of organization, operating agreement, partnership agreement or bylaws, as applicable, or the terms of any class or series of its Capital Stock (including Preferred Stock). The Borrower will give no less than five (5) Business Days' prior written notice to the Agent of any proposed amendment, modification or waiver of or with respect to any document or agreement referenced in this SECTION 8.10Borrower.

Certain Amendments. The Each of the Parent and the Borrower will not, and will not permit or cause any of its Subsidiaries to, without the prior written consent of the Required Lenders (not to be unreasonably withheld or delayed), (i) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any of the Senior Subordinated Notes, the Senior Subordinated Note Indenture or any other Subordinated Indebtedness, the effect of which would be (a) to increase the principal amount due thereunder or provide for any mandatory prepayments not already provided for by the terms thereof, (b) to shorten or accelerate the time of payment of any amount due thereunder, (c) to increase the applicable interest rate or amount of any fees or costs due thereunder, (d) to amend any of the subordination provisions thereunder (including any of the definitions relating thereto), (e) to make any covenant or event of default therein more restrictive or add any new covenant or event of default, (f) to grant any security or collateral to secure payment thereof, or (g) to effect any change in the rights or obligations of the Credit Parties thereunder or of the holders thereof that, in the reasonable determination of the Administrative Agent, would be adverse in any material respect to the rights or interests of the Lenders, (ii) breach or otherwise violate any of the subordination provisions applicable theretoto the Senior Subordinated Notes or any other Subordinated Indebtedness, including, without limitation, restrictions against payment of principal and interest thereon thereon, (iii) designate any Indebtedness other than amendments, modifications or waivers that do not affect payments, prepayments, subordination, the definition of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected to affect Obligations as “Designated Senior Indebtedness” within the Lenders adversely, as determined in the reasonable judgment meaning of the Required Lenders)Senior Subordinated Note Indenture, or (iiiv) amend, modify or waive, or permit the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of the Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the Warrants, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement or any other agreement entered into by it with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for the consummation of a Qualified Public Offering), or (iii) amend, modify or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), change any provision of its certificate articles or articles of incorporation, certificate of partnershipincorporation or formation, certificate or articles of organizationbylaws, operating agreement, partnership agreement or bylawsother applicable formation or organizational documents, as applicable, or the terms of any class or series of its Capital Stock Stock, other than in a manner that could not reasonably be expected to adversely affect the Lenders in any material respect (including Preferred Stock). The provided that the Borrower will shall give no less than five (5) Business Days' prior written the Administrative Agent and the Lenders notice to the Agent of any proposed such amendment, modification or waiver of or change, together with respect to any document or agreement referenced in this SECTION 8.10certified copies thereof).

Certain Amendments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, without the prior written consent of the Required Lenders (not to be unreasonably withheld or delayed), (i) amend, modify or waive, or permit the amendment, modification or waiver of, waive (i) any provision of any Subordinated IndebtednessNote or any private placement memorandum relating thereto, the effect of which would be (A) to increase the principal amount due thereunder or breach provide for any mandatory prepayments not already provided for by the terms thereof, (B) to increase the applicable interest rate or otherwise violate amount of any fees or costs due thereunder, (C) to amend any of the subordination provisions applicable thereunder (including any of the definitions relating thereto), including(D) to make any covenant or event of default therein more restrictive or add any new covenant or event of default, without limitation(E) to grant any security or collateral to secure payment thereof or (F) to effect any change in the rights or obligations of the Credit Parties thereunder or of the holders thereof that, restrictions against payment of principal and interest thereon (other than amendments, modifications or waivers that do not affect payments, prepayments, subordination, the definition of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected to affect the Lenders adversely, as determined in the reasonable judgment determination of the Required Lenders)Lender, would be adverse in any material respect to the rights or interests of the Lender, or (ii) amend, modify or waive, or permit the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of the Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the Warrants, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement or any other agreement entered into by it with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for the consummation of a Qualified Public Offering), or (iii) amend, modify or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of its certificate articles or articles of incorporation, certificate of partnershipincorporation or formation, certificate or articles of organizationbylaws, operating agreement, partnership agreement or bylawsother applicable formation or organizational documents, as applicable, or the terms of any class or series of its Capital Stock, or any agreement among the holders of its Capital Stock or any of them, in each case other than in a manner that could not reasonably be expected to adversely affect the Lender in any material respect (including Preferred Stock). The provided that the Borrower will shall give no less than five (5) Business Days' prior written the Lender notice to the Agent of any proposed such amendment, modification or waiver of or change, together with respect to any document or agreement referenced in this SECTION 8.10certified copies thereof).

Certain Amendments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, without the prior written consent of the Required Lenders (not to be unreasonably withheld or delayed), (i) amend, modify or waive, or permit the amendment, modification or waiver of any provision of any agreement or instrument evidencing or governing any Senior Notes, or (ii) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any agreement or instrument evidencing or governing any Subordinated Indebtedness (including the Existing Subordinated Indebtedness), the effect of which would be to (a) increase the principal amount due thereunder, (b) shorten or accelerate the time of payment of any amount due thereunder, (c) increase the applicable interest rate or amount of any fees or costs due thereunder, (d) amend any of the subordination provisions thereunder (including any of the definitions relating thereto), (e) make any covenant therein more restrictive or add any new covenant, or (f) otherwise materially and adversely affect the Lenders, or breach or otherwise violate any of the subordination provisions applicable thereto, including, without limitation, restrictions against payment of principal and interest thereon (other than amendmentsthereon, modifications or waivers that do not affect payments, prepayments, subordination, the definition of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected to affect the Lenders adversely, as determined in the reasonable judgment of the Required Lenders), (ii) amend, modify or waive, or permit the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of the Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the Warrants, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement or any other agreement entered into by it with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for the consummation of a Qualified Public Offering), or (iii) amend, modify or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), change any provision of its certificate articles or articles of incorporation, certificate of partnership, certificate or articles of organization, operating agreement, partnership agreement incorporation or bylaws, as applicable, or the terms of any class or series of its Capital Stock Stock, other than in a manner that could not reasonably be expected to adversely affect the Lenders, or (including Preferred Stock). The Borrower will give no less than five (5iv) Business Days' prior written notice to the Agent amend, modify or change any provision of any proposed amendment, modification or waiver of or with respect Permitted LMA Agreement other than in a manner that could not reasonably be expected to any document or agreement referenced in this SECTION 8.10adversely affect the Lenders.

Certain Amendments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, without the prior written consent of the Required Lenders (not to be unreasonably withheld or delayed), (i) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any agreement or instrument evidencing or governing any Subordinated Indebtedness, the effect of which would be to (a) increase the principal amount due thereunder, (b) shorten or accelerate the time of payment of any amount due thereunder or change the maturity thereof, (c) increase the applicable interest rate or amount of any fees or costs due thereunder, (d) amend any of the subordination provisions thereunder (including any of the definitions relating thereto), (e) make any covenant therein more restrictive or add any new covenant or (f) otherwise materially and adversely affect the Lenders, or breach or otherwise violate any of the subordination provisions applicable thereto, including, without limitation, restrictions against payment of principal and interest thereon (other than amendmentsthereon, modifications or waivers that do not affect payments, prepayments, subordination, the definition of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected to affect the Lenders adversely, as determined in the reasonable judgment of the Required Lenders), (ii) amend, modify or waive, or permit the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of the Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the Warrants, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement or any other agreement entered into by it with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for the consummation of a Qualified Public Offering), or (iii) amend, modify or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), change any provision of its certificate articles or articles of incorporation, certificate of partnership, certificate or articles of organization, operating agreement, partnership agreement incorporation or bylaws, as applicable, or the terms of any class or series of its Capital Stock Stock, other than in a manner that could not reasonably be expected to adversely affect the Lenders, or (including Preferred Stock). The Borrower will give no less than five (5iii) Business Days' without the prior written notice to consent of all of the Agent Lenders, (x) amend, modify or waive any provision in Article 9 of the Junior Note Indenture or (y) amend, modify or waive any proposed amendment, modification or waiver other provision of or with respect to any document or agreement referenced the Junior Note Indenture in this SECTION 8.10a manner that would adversely affect the rights of the Lenders under Article 9 thereof.

Certain Amendments. The Borrower will not, and will not permit or cause any of its Subsidiaries Subsidiary to, without the prior written consent of the Required Lenders (not to be unreasonably withheld or delayed), (i) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any agreement or instrument evidencing or governing any Permitted Senior Subordinated Debentures or any other Subordinated Indebtedness, the effect of which would be to (a) increase the principal amount due thereunder, (b) shorten or accelerate the time of payment of any amount due thereunder (including, without limitation, the maturity date), (c) increase the applicable interest rate or amount of any fees or costs due thereunder, (d) amend any of the subordination provisions thereunder (including any of the definitions relating thereto), (e) make any covenant or event of default therein more restrictive or add any new covenant or event of default, (f) amend or add additional prepayment or redemption provisions thereunder, (g) allow for the creation, incurrence or assumption of additional Liens or (h) otherwise materially and adversely affect the Lenders, or breach or otherwise violate any of the subordination provisions applicable thereto, including, without limitation, restrictions against payment of principal and interest thereon (other than amendmentsthereon, modifications or waivers that do not affect payments, prepayments, subordination, the definition of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected to affect the Lenders adversely, as determined in the reasonable judgment of the Required Lenders), (ii) amend, modify or waive, or permit the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of the Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the Warrants, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement or any other agreement entered into by it with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for the consummation of a Qualified Public Offering), or (iii) amend, modify or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), change any provision of its articles or certificate or articles of incorporation, certificate of partnershipformation, certificate or articles of organizationbylaws, partnership agreement, operating agreement, partnership agreement or bylawsother organic document, as applicablethe Stockholders Agreement, or the terms of any class or series of its Capital Stock (including Preferred Stock). The Borrower will give no less , other than five (5) Business Days' prior written notice in a manner that would not reasonably be expected to adversely affect the Agent of any proposed amendment, modification or waiver of or with respect to any document or agreement referenced in this SECTION 8.10Lenders.

Certain Amendments. The Borrower Each of the Parent and the Borrowers will not, and will not permit or cause any of its Subsidiaries to, without the prior written consent of the Required Lenders (not to be unreasonably withheld or delayed), (i) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of any Subordinated Indebtedness, the effect of which would be (a) to increase the principal amount due thereunder or provide for any mandatory prepayments not already provided for by the terms thereof, (b) to shorten or accelerate the time of payment of any amount due thereunder, (c) to increase the applicable interest rate or amount of any fees or costs due thereunder, (d) to amend any of the subordination provisions thereunder (including any of the definitions relating thereto), (e) to make any covenant or event of default therein more restrictive or add any new covenant or event of default, (f) to grant any security or collateral to secure payment thereof, or (g) to effect any change in the rights or obligations of the Credit Parties thereunder or of the holders thereof that, in the reasonable determination of the Administrative Agent, would be adverse in any material respect to the rights or interests of the Lenders, (ii) breach or otherwise violate any of the subordination provisions applicable theretoto any Subordinated Indebtedness, including, without limitation, restrictions against payment of principal and interest thereon (other than amendments, modifications or waivers that do not affect payments, prepayments, subordination, the definition of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected to affect the Lenders adversely, as determined in the reasonable judgment of the Required Lenders), (ii) amend, modify or waive, or permit the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of the Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the Warrants, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement or any other agreement entered into by it with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for the consummation of a Qualified Public Offering)thereon, or (iii) amend, modify or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), change any provision of its certificate articles or articles of incorporation, certificate of partnershipincorporation or formation, certificate or articles of organizationbylaws, operating agreement, partnership agreement or bylawsother applicable formation or organizational documents, as applicable, or the terms of any class or series of its Capital Stock, the Aircast Asset Purchase Agreement or the Aircast Stock (including Preferred Stock). The Borrower will give no less Purchase Agreement, other than five (5) Business Days' prior written notice in a manner that could not reasonably be expected to materially increase the Agent obligations of any proposed Credit Party thereunder or to adversely affect the Lenders in any material respect (provided that the Company shall give the Administrative Agent and the Lenders notice of any such amendment, modification or waiver of or change, together with respect to any document or agreement referenced in this SECTION 8.10certified copies thereof).

Certain Amendments. The Borrower will not, and will not permit or cause any of its Subsidiaries the Subsidiary Guarantors to, without the prior written consent of the Required Lenders (not to be unreasonably withheld or delayed), (i) amend, modify or waive, or permit the amendment, modification or waiver of, waive (i) any provision of any Subordinated IndebtednessExisting Note or the Convertible Note or any private placement memorandum relating thereto, the effect of which would be (A) to increase the principal amount due thereunder or breach provide for any mandatory prepayments not already provided for by the terms thereof, (B) to increase the applicable interest rate or otherwise violate amount of any fees or costs due thereunder, (C) to amend any of the subordination provisions applicable thereunder (including any of the definitions relating thereto), including(D) to make any covenant or event of default therein more restrictive or add any new covenant or event of default, without limitation(E) to grant any security or collateral to secure payment thereof or (F) to effect any change in the rights or obligations of the Credit Parties thereunder or of the holders thereof that, restrictions against payment of principal and interest thereon (other than amendments, modifications or waivers that do not affect payments, prepayments, subordination, the definition of senior indebtedness, information, affirmative or negative covenants, defaults or other provisions that would be expected to affect the Lenders adversely, as determined in the reasonable judgment determination of the Required Lenders)Lender, would be adverse in any material respect to the rights or interests of the Lender, (ii) amend, modify or waive, or permit the amendment, modification or waiver of, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of the Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the Warrants, the Partners/B&W Agreements, the Wilsxx Xxxloyment Agreement or any other agreement entered into by it with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock (other than any underwriting agreement necessary for the consummation of a Qualified Public Offering), or (iii) amend, modify or change, in any manner that would be expected to affect the Lenders adversely (as determined in the reasonable judgment of the Required Lenders), any provision of its certificate articles or articles of incorporation, certificate of partnershipincorporation or formation, certificate or articles of organizationbylaws, operating agreement, partnership agreement or bylawsother applicable formation or organizational documents, as applicable, or the terms of any class or series of its Capital Stock, or any agreement among the holders of its Capital Stock or any of them, in each case other than in a manner that could not reasonably be expected to adversely affect the Lender in any material respect (including Preferred Stock). The provided that the Borrower will shall give no less than five (5) Business Days' prior written the Lender notice to the Agent of any proposed such amendment, modification or waiver change, together with certified copies thereof), or (iii) any provision or term of, or the amount of the fees or compensation with respect to to, any document Physician Practice Management Agreement, Intercompany Loan Agreement, Physician Shareholder Agreement or agreement referenced in this SECTION 8.10Executive Employment Agreement without the Lender’s written consent.