Common use of Amendment of Material Documents Clause in Contracts

Amendment of Material Documents. No Loan Party will, nor will it permit any Restricted Subsidiary to, amend, modify or waive any term or provision of (a) the Receivables Securitization Agreements, except for amendments to the Receivable Securitization Agreements which do not adversely affect the Collateral, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; (b) any Permitted Term Debt Documents in any manner which would violate the applicable Permitted Term Debt Intercreditor Agreement; (c) any Senior Notes Indentures, or its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement or other organizational documents, to the extent any such amendment, modification or waiver of any instrument, contract or agreement described in this clause (c) would be materially adverse to the Lenders, or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a), (b) or (c) of this Section 6.11), to the extent any such amendment, modification or waiver would be materially adverse to the Lenders (it being understood and agreed that no such amendment, modification or waiver shall be deemed adverse to the Lenders if, after giving effect to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, the Borrowers and their Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01).

Amendment of Material Documents. No Loan Party will, nor will it permit any Restricted Subsidiary to, amend, modify or waive any term or provision of its rights under (a) the Receivables Securitization Agreementsagreement relating to any Subordinated Indebtedness, except for amendments to the Receivable Securitization Agreements which do not adversely affect the Collateral, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; (b) any Permitted Term Debt Documents in any manner which would violate the applicable Permitted Term Debt Intercreditor Agreement; (c) any Senior Notes Indentures, or its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement or other organizational documents, to the extent any such amendment, modification or waiver of any instrument, contract or agreement described in this clause (c) would be materially adverse to the Lenders, or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a), (b) or (c) of this Section 6.11), documents to the extent any such amendment, modification or waiver would be adverse to the Lenders or (c) the Term Loan Documents. Notwithstanding the foregoing, amendments and modifications of the Term Loan Documents and agreements related to such Subordinated Indebtedness shall be permitted to the extent that such amendment or modification does not (i) in the case of the Term Loans provide for an increase in the principal amount of such Indebtedness, (ii) increase the interest rate or yield provisions by more than 2.00% per annum (excluding increases resulting from the accrual of interest at a default rate), (iii) shorten the scheduled maturity or accelerate the dates upon which any amortization or other mandatory prepayments or interest payments are due, (iv) add any events of default, (v) revise any prepayment, subordination or collateral provisions in a manner materially adverse to the Lenders Agents or Lenders, or (it being understood and agreed that no vi) collectively with all other amendments, increase materially the obligations of the obligors thereunder or confer additional rights on the holders of such amendment, modification or waiver shall be deemed Indebtedness which are materially adverse to the Lenders if, after giving effect to such amendment, modification agents or waiver, assuming such Indebtedness was not outstanding, the Borrowers and their Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01)Lenders.

Amendment of Material Documents. No Loan Party will, nor will it permit any Restricted Subsidiary to, amend, modify or waive any term or provision of its rights under (a) the Receivables Securitization Agreementsany agreement relating to any Subordinated Indebtedness or any Existing Convertible Notes, in each case, except for amendments (i) if such Subordinated Indebtedness or Indebtedness in respect of any Existing Convertible Notes is subject to a subordination agreement or intercreditor agreement, as applicable, between the Administrative Agent and the holders of such Indebtedness, to the Receivable Securitization Agreements which do extent such amendment, modification or waiver would not adversely affect be prohibited by the Collateralterms of such subordination agreement or intercreditor agreement, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; (bii) if such Indebtedness is in respect of any Permitted Term Debt Documents in any manner which would violate the applicable Permitted Term Debt Intercreditor Agreement; (c) any Senior Notes Indentures, or its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement or other organizational documentsConvertible Notes, to the extent any such amendment, modification or waiver is expressly required pursuant to the terms of the indenture governing such Permitted Convertible Notes (as in effect on the date such Permitted Convertible Notes are issued) or (iii) to the extent any instrumentsuch amendment, contract modification or agreement described in this clause (c) waiver does not amend, modify or waive the indenture governing any Permitted Convertible Notes and would not be materially adverse to the Lenders, Lenders or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a), (b) its charter, articles or (c) certificate of this Section 6.11)incorporation or organization, by-laws, operating, management or partnership agreement or other organizational or governing documents, in each case, except to the extent any such amendment, modification or waiver would not be materially adverse to the Lenders (it being understood and agreed that no such amendment, modification or waiver shall be deemed adverse to the Lenders if, after giving effect to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, the Borrowers and their Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01)Lenders.

Amendment of Material Documents. No Loan Party will, nor will it permit any Restricted Subsidiary to, amend, modify or waive any term or provision of its rights under (a) any agreement relating to any Subordinated Indebtedness except as permitted in accordance with the Receivables Securitization Agreementssubordination terms thereof, except for amendments to the Receivable Securitization Agreements which do not adversely affect the Collateral, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; (b) any Permitted Term Debt Documents in any manner which would violate the applicable Permitted Term Debt Intercreditor Agreement; (c) any Senior Notes Indenturesits charter, articles or its certificate of incorporationincorporation or organization, by-laws, operating, memorandum of association, management or partnership agreement or other organizational documentsdocuments if such amendments, modifications, or waivers, individually or in the aggregate, could reasonably be expected to the extent any such amendmenthave a Material Adverse Effect, modification or waiver of any instrument, contract or agreement described in this clause (c) would be materially adverse to the Lenders, or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a)on account of any refinancing thereof otherwise permitted hereunder, (bor with respect to any Permitted Term Loan Indebtedness) or (c) of this Section 6.11), to the extent any such amendment, modification or waiver would result in a Default or Event of Default under any of the Loan Documents, would increase materially the obligations of the Loan Parties thereunder, confer any additional material rights on the holders of such Material Indebtedness, or otherwise materially and adversely affect the rights or interests of the Lenders or (d) Permitted Term Loan Indebtedness, except as permitted by the applicable Permitted Term Loan Intercreditor Agreement with respect thereto; provided that in each case under this Section 6.11 the Administrative Agent shall have received a copy, certified as true and complete, of any proposed amendment at least five (5) Business Days (or as such time may be materially adverse extended in writing in the Administrative Agent’s sole discretion) prior to the Lenders (it being understood and agreed that no such amendment, modification or waiver shall be deemed adverse to the Lenders if, after giving effect to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, the Borrowers and their Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01)intended effectiveness thereof.

Amendment of Material Documents. No Loan Party will(a) The Borrower will not, nor will it permit any Restricted Subsidiary to, amend, modify or waive any term Second Priority Security Document or provision any of its rights thereunder without the consent of the Collateral Agent, other than modifications to such agreements in connection with (ai) the Receivables Securitization Agreementsjoinder of additional Subsidiary Loan Parties effected by the execution of supplements to such agreements and (ii) the inclusion of additional Second Priority Debt permitted pursuant to Section 6.01(a)(vii) constituting Secured Obligations (as defined in the Second Priority Security Agreement) under such agreements. The Borrower will not, except for amendments nor will it permit any Subsidiary to, amend, modify or waive any instrument governing the New Notes or the Bridge Facility and any related security documents, or any of its rights under any of the foregoing without the consent of the Collateral Agent, other than amendments, modifications and waivers that are not material and adverse to the Receivable Securitization Agreements which do not adversely affect interests of the Collateral, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; Lenders. (b) The Borrower will not, and will not permit any Permitted Term Debt Documents Subsidiary party to the Intercompany Inventory Purchase Agreement to, amend, terminate, or otherwise modify the Intercompany Inventory Purchase Agreement in any manner which would violate the applicable Permitted Term Debt Intercreditor Agreement; (c) any Senior Notes Indentures, or its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement or other organizational documents, to the extent any such amendment, modification or waiver of any instrument, contract or agreement described in this clause (c) would be materially adverse to the Lenders, or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a), (b) or (c) of this Section 6.11), to the extent any such amendment, modification or waiver would be materially adverse to the Lenders (it being understood and agreed or their interests under the Senior Loan Documents without the prior written approval of the Collateral Agent; provided, however, that no such amendment, modification or waiver the foregoing shall be deemed adverse to not limit the Lenders if, after giving effect to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, the Borrowers and their Subsidiaries would be able to incur Indebtedness on such terms Borrower’s responsibilities pursuant to Section 6.01)3.2 of the Intercompany Inventory Purchase Agreement.

Amendment of Material Documents. No Loan Party willNone of the Parent, nor the Borrower or any other Subsidiary will it permit any Restricted Subsidiary to, amend, modify or waive any term or provision of its rights under (a) the Receivables Securitization AgreementsSenior Notes Documents (and any agreement or instrument governing or evidencing any Refinancing Indebtedness in respect thereof), except for amendments to the Receivable Securitization Agreements which do not adversely affect the Collateral, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; (b) any agreement or instrument governing or evidencing the Permitted Term Debt Documents Subordinated Indebtedness, the Permitted Senior Unsecured Indebtedness and any Refinancing Indebtedness in respect of any manner which would violate of the applicable Permitted Term Debt Intercreditor Agreement; foregoing or (c) any Senior Notes Indentures, or its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement bylaws or other organizational documentsdocuments (other than, in connection with the IPO, the amendment and restatement of Partnership Agreement and the articles of incorporation and bylaws of the Parent, in each case to be substantially in the form of the drafts provided to the Administrative Agent prior to the Effective Date (with such changes as shall be reasonably acceptable to the Administrative Agent)), in each case to the extent any such amendment, modification or waiver of could reasonably be expected to be adverse in any instrument, contract or agreement described in this clause (c) would be materially adverse to the Lenders, or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a), (b) or (c) of this Section 6.11), to the extent any such amendment, modification or waiver would be materially adverse material respect to the Lenders (it being understood and agreed that no such amendmentany amendment or modification of, modification or waiver under, (x) the Senior Notes Documents (and any agreement or instrument governing or evidencing any Refinancing Indebtedness in respect thereof) and (y) any agreement or instrument governing or evidencing any Indebtedness described in preceding clause (b) affecting the covenants set forth therein shall be deemed not to be adverse in any material respect to the Lenders ifso long as the Borrower reasonably determines in good faith that such covenants, after giving effect as so affected, are no more restrictive (taken as a whole) with respect to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, the Borrowers Borrower and their the Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01than the covenants set forth in this Agreement).

Amendment of Material Documents. No Loan Party will, nor will it permit any Restricted Subsidiary to, amend, modify or waive any term or provision of (a) the Receivables Securitization Agreements, except for amendments to the Receivable Securitization Agreements which do not adversely affect the Collateral, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; (b) any Permitted the Term Debt Loan Documents in any manner which would violate the applicable Permitted ABL-Term Debt Loan Intercreditor Agreement; (c) any Senior the 2029 Convertible Notes Indentures, Indenture or its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement or other organizational documents, to the extent any such amendment, modification or waiver of any instrument, contract or agreement described in this clause (c) would be materially adverse to the Lenders, or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a), (b) or (c) of this Section 6.11), to the extent any such amendment, modification or waiver would be materially adverse to the Lenders (it being understood and agreed that no such amendment, modification or waiver shall be deemed adverse to the Lenders if, after giving effect to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, the Borrowers and their Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01).

Amendment of Material Documents. No Loan Party (a) Neither Holdings nor the Borrowers will, nor will it any of them permit any Restricted of its subsidiaries that is a Subsidiary to, (i) amend, modify or waive any of its rights under (A) any Subordinated Debt Document, (B) any Deferred Compensation Plan or (C) its certificate of incorporation, by-laws or other organizational documents, except to the extent that such amendments, modifications or waivers, individually and in the aggregate, (1) would not reasonably be expected to have a Material Adverse Effect or be materially adverse to the Lenders and (2) in the case of an amendment, modification or waiver of a Deferred Compensation Plan, would not require Holdings or any of its subsidiaries to make any distributions or other payments (whether in cash, securities or other property or any combination thereof) that would be in violation of the covenants set forth in this Agreement, or (ii) adopt any Deferred Compensation Plan if the terms (including subordination terms) of such Deferred Compensation Plan that are material to the Lenders are in any way less favorable to the Lenders 141 than the terms of the Deferred Compensation Plans in effect on the date hereof and previously provided to the Administrative Agent. (b) Neither Holdings nor the Borrowers will, nor will any of them permit any of its subsidiaries that is a Subsidiary to, amend, modify or waive any term or provision of (a) the Receivables Securitization Agreementsits rights under any Acquisition Document, except for amendments to the Receivable Securitization Agreements which do not adversely affect the Collateral, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; (b) any Permitted Term Debt Documents in any manner which would violate the applicable Permitted Term Debt Intercreditor Agreement; (c) any Senior Notes Indentures, or its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement or other organizational documents, each case to the extent any such amendment, modification or waiver of any instrument, contract or agreement described in this clause (c) would be materially adverse to the Lenders, or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a), (b) or (c) of this Section 6.11), to the extent any that such amendment, modification or waiver would be materially adverse to the Lenders (it being understood and agreed that no such amendment, modification or waiver shall be deemed adverse to the Lenders if, after giving effect to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, the Borrowers and their Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01)Lenders.

Amendment of Material Documents. No Loan Party willThe Borrower will not, nor and will it not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, amend, supplement, waive, or otherwise modify or waive any term or provision of the provisions of (a) the Receivables Securitization Agreements, except for amendments to the Receivable Securitization Agreements which do not adversely affect the Collateral, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; (b) any Permitted Term Debt Documents in any manner which would violate the applicable Permitted Term Debt Intercreditor Agreement; (c) any Senior Notes Indentures, or its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement laws or other organizational documents, documents in a manner materially adverse to the extent any such amendment, modification Lenders (provided that this Section 6.13(a) shall not apply to amendments or waiver modifications thereto required to comply with applicable law or requirements of any instrumentGovernmental Authority in such Person’s jurisdiction of incorporation, contract organization or formation), (b) any indenture, instrument or agreement described in this clause evidencing any Material Indebtedness of the Borrower or any of its Restricted Subsidiaries (including the Specified Jamaica Bridge Documents and any definitive documentation evidencing the Specified Jamaica Acquisition Indebtedness) if doing so would cause such Indebtedness to not be permitted under Section 6.1 (tested as if such Indebtedness were being issued or incurred at such time), (c) the Tax Receivable Agreement if doing so would (i) materially increase the payment obligations of the Borrower and its Restricted Subsidiaries thereunder or (ii) otherwise be materially adverse to the Lenders, taken as a whole, or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a), (b) or (c) of this Section 6.11), the Specified Jamaica Acquisition Documents prior to the extent any such amendment, modification or waiver Specified Jamaica Acquisition Closing Date if doing so would be materially adverse to result in a failure of the Lenders (it being understood and agreed that no such amendment, modification or waiver shall be deemed adverse to funding conditions under the Lenders if, after giving effect to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, the Borrowers and their Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01)Specified Jamaica Bridge Commitment Letter.

Amendment of Material Documents. No Loan Party will, nor will it permit any Restricted Subsidiary to, amend, modify or waive any term or provision of its rights under (a) the Receivables Securitization AgreementsTransfer Agreement, except for amendments to the Receivable Securitization Agreements which do not adversely affect the Collateralany amendment, the Receivables Intercreditor Agreement modification or the Administrative Agent’s rights thereunder; waiver in accordance with Section 12.02(b), (b) any Permitted Term Debt Documents in agreement or instrument governing or evidencing any manner which would violate the applicable Permitted Term Debt Intercreditor Agreement; Material Indebtedness, (c) any Senior Notes Indentures, Originator Subordinated Note (other than amendments to any schedule attached thereto indicating the amounts borrowed and repaid thereunder) or (d) its certificate of incorporation, by-laws, operating, memorandum of associationmanagement, management limited liability company or partnership agreement or other organizational documents, in each case to the extent any such amendment, modification or waiver of any instrument, contract or agreement described in this clause (c) would be materially adverse to the Lenders, or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a), (b) or (c) of this Section 6.11), to the extent any such amendment, modification or waiver would conflict with the provisions of this Agreement or could reasonably be materially expected to be adverse in any material respect to the Lenders (it being understood in their capacities as such). For the avoidance of doubt, with respect to the Parent and agreed that Servicer, clause (b) above shall not prohibit or restrict the ability of the Parent and Servicer to amend or modify its existing indebtedness or execute and deliver such documents or instruments in connection with the incurrence by the Parent or any of its Subsidiaries of new debt or the refinancing of existing indebtedness of the Parent or any of its Subsidiaries otherwise permitted by the Loan Documents. In addition, no such amendment, modification or waiver Originator Subordinated Note shall be deemed adverse transferred or assigned without the prior written consent of the Administrative Agent other than in connection with any pledge of the Originator Subordinated Notes pursuant to the Lenders if, after giving effect to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, the Borrowers Parent Credit Agreement and their Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01)any refinancing thereof.

Amendment of Material Documents. No Neither Intermediate ------------------------------- Holdings (for so long as it is a Loan Party Party) nor the Borrowers will, nor will it the Borrowers permit any Restricted Subsidiary the Subsidiaries to, (i) amend, modify or waive any term or provision of its rights under (a) the Receivables Securitization Agreements, except for amendments to the Receivable Securitization Agreements which do not adversely affect the Collateral, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; (bA) any Permitted Term Existing Subordinated Debt Documents in any manner which would violate the applicable Permitted Term Debt Intercreditor Agreement; Document, (cB) any Senior Notes IndenturesDeferred Compensation Plan, or (C) its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement laws or other organizational documentsdocuments or (D) any Senior Note Document, except to the extent any that such amendments, modifications or waivers, individually and in the aggregate, (1) would not reasonably be expected to have a Material Adverse Effect or be materially adverse to the Lenders and (2) in the case of an amendment, modification or waiver of a Deferred Compensation Plan, would not require Intermediate Holdings or any instrumentof its subsidiaries to make any distributions or other payments (whether in cash, contract securities or agreement described other property or any combination thereof) that would be in violation of the covenants set forth in this clause (c) would be materially adverse to the LendersAgreement, or (dii) adopt any other document evidencing any Material Indebtedness Deferred Compensation Plan if the terms (other than Indebtedness described in clauses (a), (b) or (cincluding subordination terms) of this Section 6.11), to the extent any such amendment, modification or waiver would be materially adverse Deferred Compensation Plan that are material to the Lenders (it being understood and agreed that no such amendment, modification or waiver shall be deemed adverse are in any way less favorable to the Lenders if, after giving than the terms of the Deferred Compensation Plans in effect on the date hereof and previously provided to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, the Borrowers and their Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01)Administrative Agent.

Amendment of Material Documents. No Loan Party will, nor will it permit any Restricted Subsidiary to, amend, modify or waive any term or provision of its rights under (a) the Receivables Securitization Agreementsany agreement relating to any Subordinated Indebtedness or, except for amendments to the Receivable Securitization Agreements which do not adversely affect the Collateralif an Event of Default has occurred and is continuing, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; any other Indebtedness, (b) any Permitted Term Debt Documents in any manner which would violate the applicable Permitted Term Debt Intercreditor Agreement; (c) any Senior Notes Indentures, or its certificate of incorporationincorporation (other than pursuant to the Certificate of Designation, the amendment and restatement of the Certificate of Incorporation of AutoMD on or about the Fifth Amendment Effective Date in connection with the AutoMD Transaction, and such further amendments thereto as may be necessary to permit the issuance of additional Qualified Equity Interests of AutoMD that are not otherwise prohibited by the Loan Documents so long as any such amendment is not materially adverse to the Lenders; provided, that such an amendment shall not be materially adverse to the Lenders merely because it dilutes the Company’s ownership percentage of AutoMD within the parameters set forth in the definition of Change in Control), by-laws, operating, memorandum of association, management or partnership agreement or other organizational organization documents, to the extent any such amendment, modification or waiver of any instrument, contract or agreement described in this clause (c) would be materially adverse to the Lenders, or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a), (b) or (c) any of this Section 6.11)the AutoMD Transaction Documents, to the extent any such amendment, modification or waiver would be materially adverse to the Lenders Lenders.” m. Article VII of the Credit Agreement is hereby amended as follows: i. the word “or” at the end of clause (it being understood and agreed that no such amendment, modification or waiver shall be deemed adverse to r) is hereby deleted; ii. the Lenders if, after giving effect to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, word “or” is hereby added at the Borrowers and their Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01end of clause (s).; and iii. addition of a new clause (t) as follows:

Amendment of Material Documents. No Loan Party (a) Neither Holdings nor the Borrowers will, nor will it any of them permit any Restricted of its subsidiaries that is a Subsidiary to, (i) amend, modify or waive any of its rights under (A) any Subordinated Debt Document, (B) any Deferred Compensation Plan or (C) its certificate of incorporation, by-laws or other organizational documents, except to the extent that such amendments, modifications or waivers, individually and in the aggregate, (1) would not reasonably be expected to have a Material Adverse Effect or be materially adverse to the Lenders and (2) in the case of an amendment, modification or waiver of a Deferred Compensation Plan, would not require Holdings or any of its subsidiaries to make any distributions or other payments (whether in cash, securities or other property or any combination thereof) that would be in violation of the covenants set forth in this Agreement, or (ii) adopt any Deferred Compensation Plan if the terms (including subordination terms) of such Deferred Compensation Plan that are material to the Lenders are in any way less favorable to the Lenders 148 141 than the terms of the Deferred Compensation Plans in effect on the date hereof and previously provided to the Administrative Agent. (b) Neither Holdings nor the Borrowers will, nor will any of them permit any of its subsidiaries that is a Subsidiary to, amend, modify or waive any term or provision of (a) the Receivables Securitization Agreementsits rights under any Acquisition Document, except for amendments to the Receivable Securitization Agreements which do not adversely affect the Collateral, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; (b) any Permitted Term Debt Documents in any manner which would violate the applicable Permitted Term Debt Intercreditor Agreement; (c) any Senior Notes Indentures, or its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement or other organizational documents, each case to the extent any such amendment, modification or waiver of any instrument, contract or agreement described in this clause (c) would be materially adverse to the Lenders, or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a), (b) or (c) of this Section 6.11), to the extent any that such amendment, modification or waiver would be materially adverse to the Lenders (it being understood and agreed that no such amendment, modification or waiver shall be deemed adverse to the Lenders if, after giving effect to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, the Borrowers and their Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01)Lenders.

Amendment of Material Documents. No Loan Party will, nor will it permit any Restricted Subsidiary to, amend, modify or waive any term or provision of its rights under (a) the Receivables Securitization Agreementsany agreement relating to any Subordinated Indebtedness or any Alternative Financing, in each case, except for amendments (i) if such Subordinated Indebtedness or Alternative Financing is subject to a subordination agreement or intercreditor agreement, as applicable, between the Administrative Agent and the holders of such Indebtedness, to the Receivable Securitization Agreements which do extent such amendment, modification or waiver would not adversely affect be prohibited by the Collateralterms of such subordination agreement or intercreditor agreement, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; (bii) if such Alternative Financing constitutes Indebtedness under any Permitted Term Debt Documents in any manner which would violate the applicable Permitted Term Debt Intercreditor Agreement; (c) any Senior Notes Indentures, or its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement or other organizational documentsConvertible Notes, to the extent any such amendment, modification or waiver is expressly required pursuant to the terms of the indenture governing such Permitted Convertible Notes (as in effect on the Alternative Financing Effective Date) or (iii) to the extent any instrumentsuch amendment, contract modification or agreement described in this clause (c) waiver does not amend, modify or waive the indenture governing any Permitted Convertible Notes and would not be materially adverse to the Lenders, Lenders or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a), (b) its charter, articles or (c) certificate of this Section 6.11)incorporation or organization, by-laws, operating, management or partnership agreement or other organizational or governing documents, in each case, except to the extent any such amendment, modification or waiver would not be materially adverse to the Lenders (it being understood and agreed that no such amendment, modification or waiver shall be deemed adverse to the Lenders if, after giving effect to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, the Borrowers and their Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01)Lenders.

Amendment of Material Documents. No Loan Party will, nor will it permit any Restricted Subsidiary to, amend, modify or waive any term or provision of (a) the Receivables Securitization Agreements, except for amendments to the Receivable Securitization Agreements which do not adversely affect the Collateral, the Receivables Intercreditor Agreement or the Administrative Agent’s rights thereunder; (b) any Permitted Term Debt Documents in any manner which would violate the applicable Permitted Term Debt Intercreditor Agreement; (c) any the 2021 Senior Notes IndenturesIndenture, the 2024 Senior Notes Indenture, or its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement or other organizational documents, to the extent any such amendment, modification or waiver of any instrument, contract or agreement described in this clause (c) would be materially adverse to the Lenders, or (d) any other document evidencing any Material Indebtedness (other than Indebtedness described in clauses (a), (b) or (c) of this Section 6.11), to the extent any such amendment, modification or waiver would be materially adverse to the Lenders (it being understood and agreed that no such amendment, modification or waiver shall be deemed adverse to the Lenders if, after giving effect to such amendment, modification or waiver, assuming such Indebtedness was not outstanding, the Borrowers and their Subsidiaries would be able to incur Indebtedness on such terms pursuant to Section 6.01).