Common use of Limitation on Optional Payments and Modifications of Debt Instruments, etc Clause in Contracts

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or the Senior Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries in any manner materially adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, any Junior Debt or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance (other than any Permitted Refinancing (including successive refinancings)) other than (I) voluntary payments, prepayments, repurchases, redemptions or set apart any sum for the aforesaid purposesdefeasances of intercompany Indebtedness permitted under Section 7.02(b) or Section 7.02(d) and (II) voluntary payments, any prepayments, repurchases, redemption or defeasance of such Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an aggregate amount that does not to exceed the Available Amount at such time (as determined immediately prior before giving effect to the time making of such refinancingpayment, repayment, redemptionprepayment, repurchase, retirement redemption or other acquisition for consideration; provided that defeasance) so long as, in the case of this clause (a)(II), (i) no Default or Event of Default has occurred and is continuing then exists or would result therefrom and (Dii) the Company would at the time of and immediately after giving effect to such payment, prepayment, repurchase, redemption or defeasance be in compliance with (i) the Interest Coverage Ratio Covenant and (ii) a Total Net Leverage Ratio of not greater than 2.00 to 1.00, in each case, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period; provided, that nothing herein shall restrict the Company or any of its Restricted Subsidiaries from making required payments of fees, customary “AHYDO” catch-up payments, and regularly scheduled payments of interest on any Junior Debt (provided that the payment of secured such fees and interest with respect to subordinated Indebtedness that becomes due as a result of shall be subject to the voluntary sale or transfer of the property or assets securing subordination provisions governing such Indebtedness), or (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change tochange, to any of the terms of any Junior Debt which would reduce the Senior Notes maturity or require any scheduled principal payments or prepayments or any mandatory prepayment, redemption or repurchase provisions or sinking fund obligations (except customary ones, including customary “AHYDO” catch-up payments and in the Senior Note Indenture context of asset sales, casualty events or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in a manner materially adverse change of control) to be made on a date prior to the Agents or the Lenders or Latest Maturity Date then in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries in any manner materially adverse to the Agents or the Lenderseffect.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities Except pursuant to the Transactions or a combination thereofrefinancing, other than regular scheduled payments of principal and interest as and when due refunding, renewal or extension (to the extent not prohibited such refinancing, refunding, renewal or extension is permitted by applicable subordination provisionsSection 7.2(d)), in respect make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or payotherwise voluntarily or optionally defease, any Indebtedness owed to the Parent or to any Affiliate of the Parent which is not the Borrower or a Subsidiary Guarantor, or commit to payany long-term Indebtedness of the Parent or its Subsidiaries (other than the Existing Xxxxxx/Sygnet Senior Notes and the Existing Sygnet Wireless Senior Notes), or directly or indirectly redeemsegregate funds for any such payment, prepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration transaction with any Derivatives Counterparty obligating DOC or any of Indebtedness, in an amount that does not exceed the Available Amount immediately prior its Subsidiaries to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Parent Notes or assets securing such Indebtednessany other securities of the Parent or its Subsidiaries, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Parent Notes or any other long-term Indebtedness of the Senior Note Indenture Parent or the indenture or instruments governing its Subsidiaries (other than any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement interest thereon or similar organizational document of relax any covenant or other restriction applicable to the Borrower Parent or any of its Subsidiaries and (ii) does not involve the payment of a consent fee (unless such fee has been approved by the Administrative Agent, which approval shall not be unreasonably withheld or delayed), or (c) amend its certificate of incorporation in any manner materially determined by the Administrative Agent to be adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and therefrom, (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (E) the prepayment of the Existing Senior Notes Due 2021 with the proceeds of the Tranche B-4 Term Loans, Revolving Credit Loans and the proceeds of New Senior Notes to be issued on or about the Third Amendment Effective Date, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Senior Note Indenture, the New Senior Notes or the New Senior Note Indenture Indenture, or the indenture or instruments governing any Indebtedness that refinances the Senior Notes or the New Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries in any manner materially adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other Other than regular scheduled payments of principal and interest as and when due (with respect to the extent not prohibited refinancing contemplated by applicable subordination provisions)the Transactions, in respect make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or payotherwise voluntarily or optionally defease, any Subordinated Debt of the Parent or its Subsidiaries (or any Indebtedness of the Unrestricted Group), or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration transaction with any Derivatives Counterparty obligating the Parent or any of Indebtedness, in an amount that does not exceed the Available Amount immediately prior its Subsidiaries to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of any Subordinated Debt of the property Parent or assets securing such Indebtednessits Subsidiaries (or any Indebtedness of the Unrestricted Group), (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes Parent Notes, any Subordinated Debt or other long-term Indebtedness of the Senior Note Indenture Parent or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise changeits Subsidiaries, or consent any certificate of designation or agree exchange debentures with respect to any Parent Preferred Stock (other than any such amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement interest thereon or similar organizational document of relax any covenant or other restriction applicable to the Borrower Parent or any of its Subsidiaries and (ii) does not involve the payment of a consent fee (unless such fee has been approved by the Administrative Agent, which approval shall not be unreasonably withheld or delayed), (c) permit any of the convertible or exchangeable Parent Preferred Stock to be converted into, or exchanged for, Indebtedness of the Parent or any of its Subsidiaries unless (i) such Indebtedness is incurred by the Parent in accordance with this Agreement and (ii) does not involve the payment of a consent fee (unless such fee has been approved by the Administrative Agent, which approval shall not be unreasonably withheld or delayed) or (d) amend its certificate of incorporation in any manner materially determined by the Administrative Agent to be adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, the Senior Notes or commit to paySenior Subordinated Notes or segregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance (other than, or set apart any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunderin each case, (Bi) refinancings of Indebtedness to the extent such refinancings are by a refinancing permitted by Section 6.26.2(f) or (ii) with Available Cash), (C) or enter into any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtednesstransaction with any financial institution, in an amount that does not exceed commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”) obligating Holdings, the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Senior Notes or assets securing such Indebtednessthe Senior Subordinated Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or the Senior Note Indenture or the indenture or instruments governing Subordinated Notes (other than any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (x)(i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporationinterest thereon or relax any covenant, by-lawsevent of default or other restriction applicable to Holdings, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries or (ii) does not otherwise adversely affect the Lenders and (y) does not involve the payment of a consent fee, other than a consent fee not to exceed 2.0% of the principal amount of the Senior Notes or the Senior Subordinated Notes, as applicable, held by consenting holders in connection with consents solicited in connection with the prepayment of such Notes), (c) designate any Indebtedness (other than the Obligations) as “Designated Senior Indebtedness” for the purposes of the Senior Subordinated Note Indenture or (d) amend its certificate of incorporation, by-laws or other governing documents in any manner materially reasonably determined by the Administrative Agent to be adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, the Senior Subordinated Notes or the Senior Notes, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtednesstransaction with any Derivatives Counterparty obligating Holdings, in an amount that does not exceed the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Senior Subordinated Notes or assets securing such Indebtednessthe Senior Notes, (b) repurchase or redeem any or all of the Senior Notes or the Senior Subordinated Notes upon occurrence of a Specified Change of Control, (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Note Indenture or the indenture or instruments governing Notes (other than any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporationinterest thereon or relax any covenant or other restriction applicable to Holdings, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee), (d) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture or (e) amend its certificate of incorporation in any manner materially determined by the Administrative Agent to be adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, the principal of Subordinated Notes or the Permitted Refinancing Notes, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtedness, in an amount that does not exceed transaction with any Derivatives Counterparty obligating the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Subordinated Notes or assets securing the Permitted Refinancing Notes; provided that the Borrower may prepay Existing Subordinated Obligations or New Subordinated Obligations in connection with the refinancing of such Indebtedness, Existing Subordinated Obligations or New Subordinated Obligations with the proceeds of New Subordinated Obligations permitted pursuant to Section 7.2(g); (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Note Indenture or the indenture or instruments governing Permitted Refinancing Notes (other than any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement interest thereon or similar organizational document of relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries Subsidiaries), (c) designate any Indebtedness (other than the Obligations) as “Designated Senior Indebtedness” for the purposes of the Indentures or (d) amend its certificate of incorporation in any manner materially determined by the Administrative Agent to be adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any distributionpayment, whether in cashprepayment, propertyrepurchase or redemption of or otherwise defease or segregate funds with respect to the Existing Notes (except with the proceeds of subordinated Indebtedness incurred pursuant to Section 7.2(i)), securities the Senior Subordinated Notes, the Subordinated Exchange Debentures, Senior Preferred Stock or a combination thereof, the Preference Stock (other than regular scheduled interest payments of principal required to be made in cash on the Senior Subordinated Notes or the Subordinated Exchange Debentures if and interest as and when due (to the extent not prohibited by applicable the subordination provisions), provisions thereof) or the promissory notes described in respect of, or pay, or commit Section 7.2(n) (other than scheduled interest payments required to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (Abe made in cash on such promissory notes described in Section 7.2(n) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness if and to the extent such refinancings are permitted not prohibited by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtednesssubordination provisions thereof), (b) amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Existing Notes, the Senior Notes Subordinated Notes, the Subordinated Exchange Debentures, the Senior Preferred Stock or the Senior Note Indenture or the indenture or instruments governing promissory notes described in Section 7.2(n) (other than any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as "Designated Senior Indebtedness" (or any similar term) for the purposes of the Senior Subordinated Note Indenture or the Exchange Debenture Indenture or (d) except for the amendment of the Borrower's certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document incorporation and the designation of the Borrower or any Preference Stock pursuant to the Certificate of Designation with respect thereto, in each case, as contemplated by the Preference Stock Purchase Agreement, amend its Subsidiaries certificate of incorporation (including the Certificate of Designation with respect to the Preference Stock) in any manner materially determined by the Administrative Agent to be adverse to the Agents or Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest Except as and when due (to the extent not prohibited permitted by applicable subordination provisionsSection 7.2(f), in respect make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes (except that (x) the Borrower may pay, or commit to pay, or directly or indirectly redeemprepay, repurchase, retire redeem or otherwise acquire for considerationdefease up to $50,000,000 of such Senior Subordinated Notes at any time and from time to time, or set apart any sum for the aforesaid purposesand, any Indebtedness except (Ay) the payment of the Indebtedness created hereunderBorrower may also pay, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemptionprepay, repurchase, retirement redeem or other acquisition defease additional Senior Subordinated Notes on any date if the Consolidated Leverage Ratio is less than or equal to 3.50 to 1.00 for consideration of Indebtedness, in an amount that does not exceed the Available Amount fiscal quarter ended immediately prior to the time such date of repurchase in an aggregate amount not exceeding $50,000,000, provided that, in each case, immediately prior to and after giving effect to such refinancingpayment, repayment, redemptionprepayment, repurchase, retirement redemption or other acquisition for consideration; provided that defeasance, no Default or Event of Default has shall have occurred and is continuing and the Lenders shall have received a certificate from a Responsible Officer demonstrating pro forma compliance with Section 7.1), or would result therefrom and (D) segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating the payment of secured Indebtedness that becomes due Parent, Holdings, the Borrower or any Class I Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property or assets securing such IndebtednessSenior Subordinated Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Note Indenture or the indenture or instruments governing (other than any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporationinterest thereon or relax any covenant or other restriction applicable to the Parent, by-lawsHoldings, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Class I Restricted Subsidiaries or add any Guarantor as a guarantor of the Senior Subordinated Notes, provided that such guaranty is subordinated in right of payment to the Guarantor's guaranty of the Obligations to at least the same extent in all material respects as the obligations of the Borrower in respect of the Senior Subordinated Notes are subordinated to the Obligations, and (ii) does not involve the payment of a consent fee other than in connection with any refinancing of such Notes pursuant to the proviso in Section 2.3), (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" for the purposes of any Senior Subordinated Note Indenture or (d) amend its certificate of incorporation in any manner materially reasonably determined by the Administrative Agent to be material and adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, any Junior Debt or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance (other than any Permitted Refinancing (including successive refinancings)) other than (I) voluntary payments, prepayments, repurchases, redemptions or set apart any sum for the aforesaid purposesdefeasances of intercompany Indebtedness permitted under Section 7.02(b) or Section 7.02(d) and (II) voluntary payments, any prepayments, repurchases, redemption or defeasance of such Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an aggregate amount that does not to exceed the Available Amount at such time (as determined immediately prior before giving effect to the time making of such refinancingpayment, repayment, redemptionprepayment, repurchase, retirement redemption or other acquisition for consideration; provided that defeasance) so long as, in the case of this clause (a)(II), (i) no Default or Event of Default has occurred and is continuing then exists or would result therefrom and (Dii) the Company would at the time of and immediately after giving effect to such payment, prepayment, repurchase, redemption or defeasance be in compliance with (i) the Interest Coverage Ratio Covenant and (ii) a Total Net Leverage Ratio of not greater than 2.00 to 1.00, in each case, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period; provided, that nothing herein shall restrict the Exhibit 10.1 Company or any of its Restricted Subsidiaries from making required payments of fees, customary “AHYDO” catch-up payments, and regularly scheduled payments of interest on any Junior Debt (provided that the payment of secured such fees and interest with respect to subordinated Indebtedness that becomes due as a result of shall be subject to the voluntary sale or transfer of the property or assets securing subordination provisions governing such Indebtedness), or (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change tochange, to any of the terms of any Junior Debt which would reduce the Senior Notes maturity or require any scheduled principal payments or prepayments or any mandatory prepayment, redemption or repurchase provisions or sinking fund obligations (except customary ones, including customary “AHYDO” catch-up payments and in the Senior Note Indenture context of asset sales, casualty events or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in a manner materially adverse change of control) to be made on a date prior to the Agents or the Lenders or Latest Maturity Date then in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries in any manner materially adverse to the Agents or the Lenderseffect.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) . (a) (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and and, (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (E) the prepayment of the Existing Senior Notes Due 2021 with the proceeds of the Tranche B-4 Term Loans, Revolving Credit Loans and the proceeds of New Senior Notes to be issued on or about the Third Amendment Effective Date, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Senior Note Indenture, the New Senior Notes or the New Senior Note Indenture Indenture, or the indenture or instruments governing any Indebtedness that refinances the Senior Notes or the New Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations 103 on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries in any manner materially adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest Except as and when due (to the extent not prohibited permitted by applicable subordination provisionsSection 6.2(g), in respect make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or payotherwise voluntarily or optionally defease, the Senior Subordinated Notes or any Indebtedness that refinances the Senior Subordinated Notes, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtedness, in an amount that does not exceed transaction with any Derivatives Counterparty obligating the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Senior Subordinated Notes or assets securing such Indebtednessany Indebtedness that refinances the Senior Subordinated Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on (other than any such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement interest thereon or similar organizational document of relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Notes or (d) amend its certificate of incorporation in any manner materially adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, the Senior Subordinated Notes or the Senior Notes, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating Holdings, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or the Senior Notes, (b) repurchase or redeem any or all of the Senior Notes or the Senior Subordinated Notes upon occurrence of a Specified Change of Control, (c) make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise acquire for considerationvoluntarily or optionally defease, the Parent Intercompany Loan or the Holdings Intercompany Loan, or set apart segregate funds for any sum for the aforesaid purposessuch payment, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemptionprepayment, repurchase, retirement redemption or other acquisition for consideration defeasance, or make any payment of Indebtednessinterest in cash thereon, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no each case if a Default or Event of Default has occurred then exists and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtednessbe caused thereby, (bd) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Note Indenture Notes (other than any such amendment, modification, waiver or other change which (i) would extend the indenture maturity or instruments governing reduce the amount of any Indebtedness that refinances payment of principal thereof, reduce the Senior Notes in rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to Holdings, the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a manner materially adverse to the Agents or the Lenders or in a manner which imposes termsconsent fee), conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (ce) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document any of the Borrower terms of the Parent Intercompany Loan or any of its Subsidiaries Holdings Intercompany Loan in any a manner that would be materially adverse to the Agents interests of the Lenders, (f) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Existing Senior Subordinated Note Indenture, (g) designate any Indebtedness (other than the Obligations) as “Designated Senior Indebtedness” for the purposes of the Senior Subordinated Note Indenture or (h) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to make or offer to make (aunless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereof) Make any distributionoptional or voluntary payment, whether in cashprepayment, propertyrepurchase or redemption of, securities or a combination thereofotherwise voluntarily or optionally defease, other than regular scheduled payments of principal and interest as and when due the Senior Subordinated Notes (except to the extent not prohibited permitted by applicable subordination provisionsSection 7.7(d)(ii)) or segregate funds for any such payment, in respect of, or pay, or commit to pay, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtednesstransaction with any financial institution, in an amount that does not exceed commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating the Available Amount immediately prior Parent, the Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Senior Subordinated Notes or assets securing such Indebtednessany Subordinated Debt, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture or the indenture or instruments governing (other than any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporationinterest thereon or relax any covenant or other restriction applicable to the Parent, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee (other than any such consent fees in an aggregate amount not to exceed $4,000,000 during the term of this Agreement)) or (c) designate any manner materially adverse to Indebtedness (other than the Agents or Obligations) as "Designated Senior Indebtedness" for the Lenderspurposes of the Senior Subordinated Note Indenture.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distributionprepayment, whether in cash, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally escrow or defease all or any part of the principal of the Senior Subordinated Notes or any other Indebtedness which is contractually subordinated in right of payment to the Obligations or the obligations of any Guarantor under Section 2 of the Guaranty and Collateral Agreement or any Permitted Additional Debt, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart any sum for the aforesaid purposesexcept, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that so long as no Default or Event of Default has shall have occurred and is be continuing or would result therefrom and therefrom, for any such payments, prepayments, repurchases, redemptions or defeasances in an aggregate purchase price that do not exceed the Available Additional Basket at the time of any such payment, prepayment, repurchase, redemption or defeasance; provided that the amounts specified in clause (Di) the payment of secured Indebtedness that becomes due as a result of the voluntary sale definition of “Available Additional Basket” shall only be available for such payment, prepayment, repurchase, redemption or transfer of defeasance pursuant to this clause (a) if the property or assets securing such Indebtedness, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or the Senior Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in Borrower shall have delivered a manner materially adverse Pro Forma Compliance Certificate to the Agents Administrative Agent demonstrating that, after giving effect to the making of such payment, prepayment, repurchase, redemption or the Lenders or in defeasance on a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change toPro Forma Basis, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document Consolidated Leverage Ratio of the Borrower or any of its Subsidiaries in any manner materially adverse is less than 4.00 to the Agents or the Lenders.1.00;

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest Except as and when due (to the extent not prohibited permitted by applicable subordination provisionsSection 6.2(g), in respect make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or payotherwise voluntarily or optionally defease, the Senior Subordinated Notes or any Indebtedness that refinances the Senior Subordinated Notes, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtedness, in an amount that does not exceed transaction with any Derivatives Counterparty obligating the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Senior Subordinated Notes or assets securing such Indebtednessany Indebtedness that refinances the Senior Subordinated Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on (other than any such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement interest thereon or similar organizational document of relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Notes or (d) amend its certificate of incorporation in any manner materially adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any distributionpayment, whether in cashprepayment, property, securities repurchase or a combination thereof, redemption of or otherwise defease or segregate funds with respect to the Senior Subordinated Notes (other than regular scheduled interest payments of principal and interest as and when due (required to be made in cash or pursuant to the extent not prohibited by applicable subordination provisions), in respect of, Exchange Offer or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (A) the payment refinancing of the Indebtedness created Senior Subordinated Notes permitted hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness), (b) amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes (i) which amends or modifies the Senior Note Indenture subordination provisions contained therein; (ii) which shortens the fixed maturity, or increases the indenture rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of such Indebtedness, or increases the amount of, or accelerates the time of payment of, any fees payable in connection therewith; (iii) which relates to the affirmative or negative covenants, events of default or remedies under the documents or instruments governing any evidencing such Indebtedness that refinances and the Senior Notes in a manner materially adverse effect of which is to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of subject the Borrower or any of its Subsidiaries Subsidiaries, to any more onerous or more restrictive provisions; or (iv) which otherwise adversely affects the interests of the Lenders as senior creditors or the interests of the Lenders under this Agreement or any other Loan Document in any respect, (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" (or similar defined term) for the purposes of the Senior Subordinated Note Indenture or (d) amend its certificate of incorporation in any manner materially adverse to the Agents or Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest Except as and when due (to the extent not prohibited permitted by applicable subordination provisionsSection 6.2(g), in respect make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or payotherwise voluntarily or optionally defease, the Senior Subordinated Notes or any Indebtedness that refinances the Senior Subordinated Notes, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtedness, in an amount that does not exceed transaction with any Derivatives Counterparty obligating the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Senior Subordinated Notes or assets securing such Indebtednessany Indebtedness that refinances the Senior Subordinated Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Subordinated Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on (other than any such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement interest thereon or similar organizational document of relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness (other than the Obligations and Indebtedness under the Senior Note Indenture) as “Designated Senior Indebtedness” for the purposes of the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Subordinated Notes or (d) amend its certificate of incorporation in any manner materially adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest Except as and when due (to the extent not prohibited permitted by applicable subordination provisionsSection 6.2(g), in respect make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or payotherwise voluntarily or optionally defease, the Senior Subordinated Notes or any Indebtedness that refinances the Senior Subordinated Notes, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtedness, in an amount that does not exceed transaction with any Derivatives Counterparty obligating the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Senior Subordinated Notes or assets securing such Indebtednessany Indebtedness that refinances the Senior Subordinated Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Subordinated Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on (other than any such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement interest thereon or similar organizational document of relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness (other than the Obligations and Indebtedness under the Senior Note Indenture or the indenture or instruments governing any indebtedness that refinances the Senior Notes pursuant to Section 6.2(f)) as “Designated Senior Indebtedness” for the purposes of the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Subordinated Notes or (d) amend its certificate of incorporation in any manner materially adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, the Senior Notes, any Indebtedness incurred as permitted by Section 7.2(n) or (o) or any Disqualified Stock, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtednesstransaction with any Derivatives Counterparty obligating Holdings, in an amount that does not exceed the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Senior Notes, any Indebtedness incurred as permitted by Section 7.2(n) or assets securing such Indebtedness(o) or any Disqualified Stock, except for prepayments, repurchases, redemptions, defeasances or segregations of funds with the proceeds of refinancings or replacements thereof permitted by Section 7.2 (f) (in the case of refinancings or replacements of the Senior Notes), (n) (in the case of refinancings or replacements of Indebtedness incurred as permitted by Section 7.2(n)) or (o) (in the case of refinancings or replacements of Indebtedness incurred as permitted by Section 7.2(o)) or with the issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower or Holdings, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or the Senior Note Indenture Indenture, any Senior Unsecured Debt Documents, any Subordinated Debt Documents or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on Note Refinancing Documents (other than any such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporationinterest thereon or relax any covenant or other restriction applicable to Holdings, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries or (ii) is not otherwise materially adverse to the interests of the Lenders hereunder), or (c) amend its Governing Documents in any manner materially adverse to the Agents or interests of the LendersLenders hereunder.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or or, the Senior Note Indenture or, the New Senior Notes or the New Senior Note Indenture, or the indenture or instruments governing any Indebtedness that refinances the Senior Notes or the New Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries in any manner materially adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C6.2,(C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or the Senior Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries in any manner materially adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest Except as and when due (to the extent not prohibited permitted by applicable subordination provisionsSection 6.2(g), in respect make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or payotherwise voluntarily or optionally defease, the Senior Subordinated Notes or any Indebtedness that refinances the Senior Subordinated Notes, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtedness, in an amount that does not exceed transaction with any Derivatives Counterparty obligating the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Senior Subordinated Notes or assets securing such Indebtednessany Indebtedness that refinances the Senior Subordinated Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Subordinated Notes (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness (other than the Obligations and Indebtedness under the Senior Note Indenture) as “Designated Senior Indebtedness” for the purposes of the Senior Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Subordinated Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (cd) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the amend its certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries incorporation in any manner materially adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, any Permitted Additional Indebtedness, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtedness, in an amount that does not exceed transaction with any Derivatives Counterparty obligating the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of any change in market value of any Permitted Additional Indebtedness (other than any hedge and warrant option transactions and capped call option transactions entered into by the Borrower in connection with a Permitted Convertible Notes Offering) exceeding $25,000,000 plus, if the Minimum Liquidity Amount after giving pro forma effect to such optional or voluntary sale payments, prepayments, repurchases, redemptions defeasances, segregations of funds or transfer derivative or other transactions entered into with Derivatives Counterparties is greater than $50,000,000, any Available Amount, plus, if the Minimum Liquidity Amount after giving pro forma effect to any other optional or voluntary payments, prepayments, repurchases, redemptions defeasances, segregations of the property funds or assets securing such Indebtednessderivative or other transactions entered into with Derivatives Counterparties is greater than $100,000,000, other optional or voluntary payments, prepayments, repurchases, redemptions defeasances, segregations of funds or derivative or other transactions entered into with Derivatives Counterparties not otherwise permitted by this Section 7.9, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or the Senior Note Indenture or the indenture or instruments governing any Permitted Additional Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on (other than any such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement interest thereon or similar organizational document of relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee) or (c) amend its certificate of incorporation in any manner that could reasonably be expected to be materially adverse to the Agents Lenders. Notwithstanding the foregoing, the Borrower may prepay, repurchase or redeem (including satisfy its conversion obligation) in full the LendersExisting 2012 Notes.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, the Senior Notes, any Indebtedness incurred as permitted by Section 7.2(n) or (o) or any Disqualified Stock, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtednesstransaction with any Derivatives Counterparty obligating Holdings, in an amount that does not exceed the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Senior Notes, any Indebtedness incurred as permitted by Section 7.2(n) or assets securing such Indebtedness(o) or any Disqualified Stock, except for prepayments, repurchases, redemptions, defeasances or segregations of funds with the proceeds of refinancings or replacements thereof permitted by Section 7.2 (f) (in the case of refinancings or replacements of the Senior Notes), (n) (in the case of refinancings or replacements of Indebtedness incurred as permitted by Section 7.2(n)) or (o) (in the case of refinancings or replacements of Indebtedness incurred as permitted by Section 7.2(o)) or with the issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower or Holdings, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or the Senior Note Indenture Indenture, any Senior Unsecured Debt Documents, any Subordinated Debt Documents or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes termsNote Refinancing Documents, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on (other than any such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporationinterest thereon or relax any covenant or other restriction applicable to Holdings, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries or (ii) is not otherwise materially adverse to the interests of the Lenders hereunder), or (c) amend its Governing Documents in any manner materially adverse to the Agents or interests of the LendersLenders hereunder.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, any Subordinated Note, the Interim Loan Facility or the AutoNation Subordinated Debt (other than (i) any refinancing of the Interim Loan Facility with the issuance of senior notes (which may be sold in a public offering or private placement) or other refinancing, in each case on terms no less favorable to the Loan Parties and the Lenders than the terms under the Interim Loan Facility and (ii) any refinancing of Indebtedness of the Borrower pursuant to the General Motors Letter of Credit Documentation on terms no less favorable to the Loan Parties and the Lenders than the terms contained thereunder), or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtedness, in an amount that does not exceed transaction with any Derivatives Counterparty obligating the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Interim Loan Facility or assets securing such Indebtedness, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Subordinated Note, the Senior Notes Interim Facility Loan Documentation or the Senior Note Indenture or the indenture or instruments governing AutoNation Subordinated Debt (other than any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement interest thereon or similar organizational document of relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries in any manner materially adverse to and (ii) does not involve the Agents or the Lenderspayment of a consent fee).

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, the principal of Subordinated Notes or the Permitted Refinancing Notes, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for derivative or other transaction with any Derivatives Counterparty obligating the aforesaid purposes, Borrower or any Indebtedness except (A) the payment Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Indebtedness created hereunder, (B) refinancings of Indebtedness to Subordinated Notes or the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for considerationPermitted Refinancing Notes; provided that the Borrower may prepay Existing Subordinated Obligations or New Subordinated Obligations in connection with the refinancing of such Existing Subordinated Obligations or New Subordinated Obligations with the proceeds of New Subordinated Obligations permitted pursuant to Section 7.2(g); provided further that Borrower may make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease the Borrower’s Indebtedness under the Senior Subordinated Notes Indenture 1999 with proceeds of Loans or cash on hand, provided that there is no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing giving effect to such Indebtedness, transaction); (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Note Indenture or the indenture or instruments governing Permitted Refinancing Notes (other than any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement interest thereon or similar organizational document of relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries Subsidiaries), (c) designate any Indebtedness (other than the Obligations) as “Designated Senior Indebtedness” for the purposes of the Indentures or (d) amend its certificate of incorporation in any manner materially determined by the Administrative Agent to be adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, any Junior Debt or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance (other than any Permitted Refinancing (including successive refinancings)) other than (I) optional or voluntary payments, prepayments, repurchases, redemptions or set apart any sum for the aforesaid purposesdefeasances of intercompany Indebtedness permitted under Section 7.02(b) or Section 7.02(d), any Indebtedness except (A) the payment of the Indebtedness created hereunderand, (BII) refinancings optional or voluntary payments, prepayments, repurchases, redemption or defeasance of such Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an aggregate amount that does not to exceed the Available Amount at such time (as determined immediately prior before giving effect to the time making of such refinancingpayment, repayment, redemptionprepayment, repurchase, retirement redemption or other acquisition for consideration; provided that defeasance) so long as, in the case of this clause (a)(II), (i) no Default or Event of Default has occurred and is continuing then exists or would result therefrom and (Dii) the Company would at the time of and immediately after giving effect to such voluntary payment, prepayment, repurchase, redemption or defeasance be in compliance with the Financial Covenants, (III) optional or voluntary payments, prepayments, repurchases, redemptions or defeasance of such Indebtedness in an aggregate amount not to exceed, together with all other such voluntary payments, prepayments, repurchases, redemptions or defeasance made pursuant to this clause (iIII ) after the Interest Coverage Ratio Covenant and Amendment No. 5 Effective Date, the greater of $75 million and 3.25% of Consolidated Total Assets, less the amounts used to make Restricted Payments under Section 7.06(iii) aafter the Amendment No. 5 Effective Date, (IV) optional or voluntary payments, prepayments, repurchases, redemptions or defeasance of such Indebtedness made by exchange for, or out of the proceeds of, the sale (made within 90 days of such voluntary payments, prepayments, repurchases, redemptions or defeasance) of the Capital Stock of the Company, and (V) other voluntary payments, prepayments, repurchases, redemptions or defeasance of such Indebtedness so long as the Total Net Leverage Ratio ofwould not greater thanexceed 2.00 to :1.00, in each case, determined on a Pro Forma Basis giving effect to such voluntary payments, prepayments, repurchases, redemptions or defeasance as of the last day of the most recently ended Test Period; provided, that nothing herein shall restrict the Company or any of its Restricted Subsidiaries from making required payments of fees, customary “AHYDO” catch-up payments, and regularly scheduled payments of interest on any Junior Debt (provided that the payment of secured such fees and interest with respect to subordinated Indebtedness that becomes due as a result of shall be subject to the voluntary sale or transfer of the property or assets securing subordination provisions governing such Indebtedness), or (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change tochange, to any of the terms of any Junior Debt which would reduce the Senior Notes maturity or require any scheduled principal payments or prepayments or any mandatory prepayment, redemption or repurchase provisions or sinking fund obligations (except customary ones, including customary “AHYDO” catch-up payments and in the Senior Note Indenture context of asset sales, casualty events or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in a manner materially adverse change of control) to be made on a date prior to the Agents or the Lenders or Latest Maturity Date then in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries in any manner materially adverse to the Agents or the Lenderseffect.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (aa)(i) Make or offer to make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, any Indebtedness, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart any sum for the aforesaid purposes, any Indebtedness except provided that (A) so long as no Event of Default shall have occurred and be continuing on the payment date of the Indebtedness created hereundersuch prepayment, repurchase, redemption or other defeasance or would result therefrom, and (B) refinancings of Indebtedness after giving pro forma effect to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemptionprepayment, repurchase, retirement redemption or other acquisition defeasance, the Borrower shall be in compliance with the financial covenants set forth in Section 7.1 (calculated using Consolidated EBITDA as of the most recently ended fiscal quarter for consideration of Indebtednesswhich financial statements are available), in an amount that does not exceed the Available Amount immediately Borrower may, (x) prepay, repurchase or redeem any Seller Notes and (y) on or prior to June 1, 2009 prepay, repurchase or redeem up to 35% of the time aggregate principal amount of such refinancingthe Senior Notes with cash proceeds of Capital Stock issued by the Borrower, repayment, redemption, repurchase, retirement or (ii) enter into any derivative or other acquisition for consideration; provided that no Default transaction with any Derivatives Counterparty obligating the Borrower or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due any Subsidiary to make payments to such Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property or assets securing such IndebtednessSenior Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or the Senior Note Indenture or the indenture or instruments governing (other than any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement interest thereon or similar organizational document of relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee) or (c) amend its certificate of incorporation, by-laws or other like governing documents in any manner determined by the Administrative Agent to be materially adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any distributionoptional or voluntary payment, whether in cashprepayment, propertyrepurchase or redemption of or otherwise voluntarily or optionally defease, securities the Senior Subordinated Notes or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect ofSubordinated Exchange Debentures, or paysegregate funds for any such payment, or commit to pay, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtednessdefeasance, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Note Indenture Subordinated Exchange Debentures (in each case, other than any such amendment, modification, waiver or other change which (i) would extend the indenture maturity or instruments governing reduce the amount of any Indebtedness that refinances payment of principal thereof, reduce the Senior Notes in a manner materially adverse rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Agents Borrower or any of its Subsidiaries and (ii) does not involve the Lenders or in payment of a manner which imposes termsconsent fee), conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document any of the Borrower terms of the Exchangeable Preferred Stock (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of its Subsidiaries in dividends thereon and (ii) does not involve the payment of a consent fee), (d) designate any manner materially adverse to Indebtedness (other than the Agents or Obligations) as "Designated Senior Debt" for the Lenders.purposes of the Senior Subordinated Note Indenture, (e) designate any Indebtedness (other than the Obligations and the Senior Subordinated Notes) as "Designated Exchange Debenture Senior

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any distributionoptional or voluntary payment, whether prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Funded Debt, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in cash, property, securities or a combination thereofmarket value of any Funded Debt, other than regular scheduled payments (i) any payment, repurchase or redemption of principal and interest as and when due Funded Debt made with the proceeds of the incurrence by the Borrower of Indebtedness permitted hereunder (to the extent not prohibited by applicable subordination provisions"Refinancing Indebtedness"), in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except provided that (A) the payment of the documentation with respect to such Refinancing Indebtedness created hereundershall not contain provisions that, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due taken as a result of the voluntary sale or transfer of the property or assets securing such Indebtednesswhole, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or the Senior Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries than the provisions contained in the documentation governing or evidencing the Funded Debt being refinanced, (B) such Refinancing Indebtedness has a stated maturity no earlier than the stated maturity of the Funded Debt being refinanced, (C) such Refinancing Indebtedness has a Weighted Average Life at the time such Indebtedness is incurred that is equal to or greater than the Weighted Average Life of the Funded Debt being refinanced, (D) such Refinancing Indebtedness is not secured by any manner materially adverse property or assets that did not secure the Funded Debt being refinanced unless the related Lien is permitted by Section 6.3, (E) such Refinancing Indebtedness is in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Funded Debt being refinanced plus any premiums and expenses associated therewith and (F) if the Funded Debt being refinanced is Subordinated Debt, the Refinancing Debt shall be subordinated to the Agents Loans on terms at least as favorable to the Lenders as those contained in the documentation governing the Funded Debt being refinanced, and (ii) any redemption on or after December 1, 2002 of the LendersSenior Discount Notes made with the proceeds of the issuance by the Borrower of its common stock.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and therefrom, (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (E) the prepayment of the Existing Senior Notes Due 2021 with the proceeds of the Tranche B-4 Term Loans, Revolving Credit Loans and the proceeds of New Senior Notes to be issued on or about the Third Amendment Effective Date, (F) the prepayment of the Senior Notes or New Senior Notes with the proceeds of any senior notes or term loans issued or incurred, as applicable, and secured on a pari passu basis with the Loans incurred under the Facilities, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Senior Note Indenture, the New Senior Notes or the New Senior Note Indenture Indenture, or the indenture or instruments governing any Indebtedness that refinances the Senior Notes or the New Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries in any manner materially adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest Except as and when due (to the extent not prohibited permitted by applicable subordination provisionsSection 7.2(f), in respect (g) or (h), make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or payotherwise voluntarily or optionally defease, the Senior Subordinated Notes or the Senior Discount Notes (except that (i) the Borrower may (A) repurchase, redeem or defease its 8 1/2% Senior Subordinated Notes and (B) repurchase or redeem its 9% Senior Subordinated Notes due 2013 and (ii) the Parent may repurchase or redeem the Senior Discount Notes, provided that, the aggregate principal amount of the Borrower’s 9% Senior Subordinated Notes due 2013 redeemed after the First Amendment Effective Date pursuant to clause (i)(B) above plus the aggregate accreted amount of the Senior Discount Notes redeemed after the First Amendment Effective Date pursuant to clause (ii) above shall not exceed $100,000,000), or commit to paysegregate funds (except in connection with a repurchase, redemption or directly or indirectly redeemdefeasance permitted by the preceding parenthetical) for any such payment, prepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtednesstransaction with any Derivatives Counterparty obligating the Parent, in an amount that does not exceed Holdings, the Available Amount immediately prior Borrower or any Class I Restricted Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property or assets securing such IndebtednessSenior Subordinated Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Note Indenture or the indenture or instruments governing Discount Notes (other than any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (A) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporationinterest thereon or relax any covenant or other restriction applicable to the Parent, by-lawsHoldings, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Class I Restricted Subsidiaries or add any Guarantor as a guarantor of the Senior Subordinated Notes, provided that such guarantee is subordinated in right of payment to the Guarantor’s guarantee of the Obligations to at least the same extent in all material respects as the obligations of the Borrower in respect of the Senior Subordinated Notes are subordinated to the Obligations or (B) does not require the consent of any holder of the Senior Subordinated Notes or Senior Discount Notes, as applicable, to (i) cure any ambiguity, defect or inconsistency or (ii) comply with the requirements of the SEC in order to effect or maintain the qualification of the Senior Subordinated Note Indenture or the Senior Discount Note Indenture, as the case may be, under the TIA (as defined in the applicable agreement)), (c) designate any Indebtedness (other than the Obligations) as “Designated Senior Indebtedness” for the purposes of any Senior Subordinated Note Indenture or (d) amend its certificate of incorporation in any manner materially reasonably determined by the Administrative Agent to be material and adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, the Senior Subordinated Notes, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for consideration, or set apart defeasance (except in each case in connection with any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are refinancing permitted by Section 6.27.2(f)), (C) or enter into any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtedness, in an amount that does not exceed transaction with any Derivatives Counterparty obligating the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Senior Subordinated Notes; provided that, notwithstanding the foregoing provisions of this clause (a), the Borrower shall be permitted to repurchase Senior Subordinated Notes in an aggregate principal amount of up to $75,000,000 subsequent to the Closing Date so long as after giving pro forma effect to each such purchase, the Consolidated Senior Leverage Ratio would be less than or assets securing such Indebtednessequal to 2.00:1:00, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Note Indenture or the indenture or instruments governing (other than any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement interest thereon or similar organizational document of relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness (other than the Obligations) as “Designated Senior Indebtedness” for the purposes of the Senior Subordinated Note Indenture or (d) amend its certificate of incorporation in any manner materially reasonably determined by the Administrative Agent to be adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, the Senior Subordinated Notes or the Senior Notes, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating Holdings, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or the Senior Notes, (b) repurchase or redeem any or all of the Senior Notes or the Senior Subordinated Notes upon occurrence of a Specified Change of Control, (c) make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise acquire for considerationvoluntarily or optionally defease, the Parent Intercompany Loan, the Holdings Intercompany Loan or the Parent/Borrower Intercompany Loan, or set apart segregate funds for any sum for the aforesaid purposessuch payment, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemptionprepayment, repurchase, retirement redemption or other acquisition for consideration defeasance, or make any payment of Indebtednessinterest in cash thereon, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no each case if a Default or Event of Default has occurred then exists and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtednessbe caused thereby, (bd) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Note Indenture Notes (other than any such amendment, modification, waiver or other change which (i) would extend the indenture maturity or instruments governing reduce the amount of any Indebtedness that refinances payment of principal thereof, reduce the Senior Notes in rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to Holdings, the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a manner materially adverse to the Agents or the Lenders or in a manner which imposes termsconsent fee), conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (ce) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document any of the terms of the Parent Intercompany Loan, Holdings Intercompany Loan or the Parent/Borrower or any of its Subsidiaries Intercompany Loan in any a manner that would be materially adverse to the Agents interests of the Lenders, (f) designate any Indebtedness (other than the Obligations) as “Designated Senior Indebtedness” for the purposes of the Senior Subordinated Note Indenture or (h) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest Except as and when due (to the extent not prohibited permitted by applicable subordination provisionsSection 7.2(f), in respect (g) or (h), make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or payotherwise voluntarily or optionally defease, the Senior Subordinated Notes, any Change of Control Debt or the Senior Discount Notes (except that the Borrower may (i) repurchase, redeem or defease not less than $94,000,000 of the 8-1/2% Senior Subordinated Notes with the proceeds of the Term Loans and up to $11,000,000 of the 8-1/2% Senior Subordinated Notes with cash or the proceeds of the Revolving Credit Loans and (ii) redeem its 9% Senior Subordinated Notes due 2013 (A) with the proceeds of any Change of Control Debt and (B) with the proceeds of Revolving Credit Loans within 65 days after the Effective Date, provided that, with respect to this clause (ii)(B), (x) the Borrower has made the Change of Control Offer, (y) the aggregate amount payable with respect to principal, premium and fees with respect to the 9% Senior Subordinated Notes due 2013 tendered by the holders thereof shall not exceed $25,000,000 and (z) no portion of the Change of Control Offer shall be financed with Change of Control Debt), or commit to paysegregate funds (except in connection with a repurchase, redemption or directly or indirectly redeemdefeasance permitted by the preceding parenthetical) for any such payment, prepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtednesstransaction with any Derivatives Counterparty obligating the Parent, in an amount that does not exceed Holdings, the Available Amount immediately prior Borrower or any Class I Restricted Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property or assets securing such IndebtednessSenior Subordinated Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes Subordinated Notes, any Change of Control Debt Agreement or the Senior Note Indenture or the indenture or instruments governing Discount Notes (other than any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change towhich (A) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the certificate rate or extend the date for payment of incorporationinterest thereon or relax any covenant or other restriction applicable to the Parent, by-lawsHoldings, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Class I Restricted Subsidiaries or add any Guarantor as a guarantor of the Senior Subordinated Notes or Change of Control Debt, provided that, in the case of the Senior Subordinated Notes, such guarantee is subordinated in right of payment to the Guarantor's guarantee of the Obligations to at least the same extent in all material respects as the obligations of the Borrower in respect of the Senior Subordinated Notes are subordinated to the Obligations or (B) does not require the consent of any holder of the Senior Subordinated Notes, Change of Control Debt or Senior Discount Notes, as applicable, to (i) cure any ambiguity, defect or inconsistency or (ii) comply with the requirements of the SEC in order to effect or maintain the qualification of the Senior Subordinated Note Indenture, Change of Control Debt Agreement or the Senior Discount Note Indenture, as the case may be, under the TIA (as defined in the applicable agreement)), (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" for the purposes of any Senior Subordinated Note Indenture or (d) amend its certificate of incorporation in any manner materially reasonably determined by the Administrative Agent to be material and adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect redemption of, or payotherwise voluntarily or optionally defease, the Senior Subordinated Notes or the Senior Notes, or commit to paysegregate funds for any such payment, or directly or indirectly redeemprepayment, repurchase, retire redemption or otherwise acquire for considerationdefeasance, or set apart enter into any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement derivative or other acquisition for consideration of Indebtednesstransaction with any Derivatives Counterparty obligating Holdings, in an amount that does not exceed the Available Amount immediately prior Borrower or any Subsidiary to the time of make payments to such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due Derivatives Counterparty as a result of the voluntary sale or transfer any change in market value of the property Senior Subordinated Notes or assets securing such Indebtednessthe Senior Notes, (b) repurchase or redeem any or all of the Senior Notes or the Senior Subordinated Notes upon occurrence of a Specified Change of Control, (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Note Indenture Notes (other than any such amendment, modification, waiver or other change which (i) would extend the indenture maturity or instruments governing reduce the amount of any Indebtedness that refinances payment of principal thereof, reduce the Senior Notes in rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to Holdings, the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a manner materially adverse to the Agents or the Lenders or in a manner which imposes termsconsent fee), conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (cd) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Existing Senior Subordinated Note Indenture, (e) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture or (f) amend its certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries incorporation in any manner materially determined by the Administrative Agent to be adverse to the Agents or the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Senior Note Indenture, the New Senior Notes or the New Senior Note Indenture Indenture, or the indenture or instruments governing any Indebtedness that refinances the Senior Notes or the New Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries in any manner materially adverse to the Agents or the Lenders.