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 or offer to make any payment, prepayment, repurchase, redemption or defeasance of or otherwise defease or segregate funds with respect to the Senior Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003, (b) amend, 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 or the Holdings Discount Debentures (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 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 as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture or the Holdings Discount Debentures Indenture or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Subordinated Debt, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance 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 or otherwise defease or segregate funds with respect to any change in market value of the Senior Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003Debt, (b) amend, modify, waive 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 Holdings Discount Debentures Debt (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 or which would 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 material 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 Holdings Discount Debentures Indenture or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without Lenders; provided that notwithstanding anything to the prior written consent contrary set forth herein, the Borrower shall be permitted to consummate the redemption of the Required LendersConvertible Debentures and the EG&G Notes.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) 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, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance 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 or otherwise defease or segregate funds with respect to any change in market value of the Senior Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003Notes, (b) amend, modify, waive 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 Holdings Discount Debentures Senior Subordinated Note Indenture (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 or which would 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) as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture or the Holdings Discount Debentures Indenture or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be materially adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any optional or offer to make voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance (except in each case in connection with any refinancing permitted by Section 7.2(f)), 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 or otherwise defease or segregate funds with respect to any change in market value of the Senior Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003Notes, (b) amend, modify, waive 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 Holdings Discount Debentures (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 or which would 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) as "“Designated Senior Indebtedness" ” for the purposes of the Senior Subordinated Note Indenture or the Holdings Discount Debentures Indenture or (d) amend its certificate of incorporation in any manner reasonably determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Secured Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance 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 or otherwise defease or segregate funds with respect to any change in market value of the Senior Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003Secured Notes, (b) amend, modify, waive 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 Holdings Discount Debentures Secured Note Documents (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 or which would thereof, reduce the 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 their respective Subsidiaries and (ii) does not involve the payment of a consent fee), ) or (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture or the Holdings Discount Debentures Indenture or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) 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, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance 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 or otherwise defease or segregate funds with respect to any change in market value of the Senior Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) any refinancings, refundings, renewals or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003extensions thereof permitted by Section 7.2(k)), (b) amend, 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 or the Holdings Discount Debentures (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 or which would thereof, reduce the 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 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 Holdings Discount Debentures Indenture or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Permitted Subordinated Indebtedness, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance 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 or otherwise defease or segregate funds with respect to the Senior any change in market value of any Permitted Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003Indebtedness, (b) amend, modify, waive modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior any Permitted Subordinated Notes or the Holdings Discount Debentures Indebtedness (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 or which would 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 of the Borrower or any of its Subsidiaries (other than the Obligations) as "“Designated Senior Indebtedness" ” for the purposes of the Senior any Permitted Subordinated Note Indenture or the Holdings Discount Debentures Indenture Indebtedness or (d) amend its certificate of incorporation in any manner reasonably determined by the Administrative Agent to be materially adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any payment, prepayment, repurchase, repurchase or redemption or defeasance of or otherwise defease or segregate funds with respect to the Senior Subordinated Notes or the Holdings Discount Debentures any other Subordinated Indebtedness (other than scheduled interest payments required to be made in cash) cash and other than repurchasings or pay interest redemptions in cash on the Holdings Discount Debentures prior to August 15, 2003exchange for Capital Stock of Holdings), (b) amend, 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 or the Holdings Discount Debentures any other Subordinated Indebtedness (other than any such amendment, modification, waiver or other change which (x) (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 involves the payment of a consent feefee of no greater than $30 per $1000 of principal amount of such Indebtedness or (y) is made in connection with the restructuring thereof contemplated by the Fifth Amendment and Waiver, dated as of February 8, 2000, to this Agreement), (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture or the Holdings Discount Debentures Indenture or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders."

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Indebtedness under the Senior Subordinated Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance of or otherwise defease or segregate funds with respect to the Senior Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003defeasance, (b) amend, modify, waive 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 Holdings Discount Debentures Senior Subordinated Note Indenture (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 or which would thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to any of the Borrowers or any of their 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 Holdings Discount Debentures Indenture or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase, repurchase or redemption or defeasance of or otherwise defease voluntarily or segregate funds with respect to optionally defease, the Senior Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003Subordinated Exchange Debentures, (b) amend, modify, waive 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 Holdings Discount Subordinated Exchange Debentures (in each case, 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 or which would 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) as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture or Indenture, (d) designate any Indebtedness (other than the Holdings Discount Debentures Obligations and the Senior Subordinated Notes) as "Designated Senior Indebtedness" for the purposes of the Subordinated Exchange Debenture Indenture or (de) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without (other than amendments to its certificate of incorporation acceptable to the prior written consent Administrative Agent relating to the creation of the Required LendersExchangeable Preferred Stock and the creation of the Borrower's Class A, Class B and Class C common stock).

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any payment, prepayment, repurchase, repurchase or redemption or defeasance of or otherwise defease or segregate funds with respect to the Senior Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) cash or pay interest in cash on pursuant to any refinancing of the Holdings Discount Debentures prior to August 15, 2003Senior Subordinated Notes contemplated by the definition thereof), (b) make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the Senior Notes, (c) amend, 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 Notes, the Senior Subordinated Notes or the Holdings Discount Debentures Senior Subordinated Line of Credit Agreement (other than any such amendment, modification, waiver or other change which (x) (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 are otherwise no less favorable to the Lenders (including without limitation, in the case of the Senior Subordinated Notes, the subordination provisions thereof) and (ii) does not involve the payment of a consent fee or (y) (i) would waive the covenants therein or make the covenants therein less restrictive and (ii) does not involve the payment of a consent fee), ) or (cd) designate any Indebtedness as "Designated Senior IndebtednessDebt" for the purposes of the Senior Subordinated Note Indenture or (other than the Holdings Discount Debentures Indenture or (d) amend its certificate of incorporation in any manner determined by Obligations and the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required LendersSenior Notes).

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) 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 or the Seller Subordinated Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating Holdings or any Subsidiary to make payments to such Derivatives Counterparty as a result of or otherwise defease or segregate funds with respect to any change in market value of the Senior Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003Seller Subordinated Notes, (b) amend, modify, waive 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 Holdings Discount Debentures Seller 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 or which would thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to Holdings 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 IndebtednessDebt" for the purposes of the Senior Subordinated Note Indenture or make any similar designation with respect to the Holdings Discount Debentures Indenture Seller Subordinated Notes or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Permitted Subordinated Indebtedness or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance 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 or otherwise defease or segregate funds with respect to the Senior any change in market value of any Permitted Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15Indebtedness, 2003, (b) amend, modify, waive modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior any Permitted Subordinated Notes or the Holdings Discount Debentures Indebtedness (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 or which would 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 or add subsidiary guarantors thereto (so long as such subsidiary guarantors are Guarantors), 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 any Permitted Subordinated Note Indenture or the Holdings Discount Debentures Indenture Indebtedness or (d) amend its certificate of incorporation incorporation, by-laws or other governing documents in any manner determined by the Administrative Agent to be materially adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make Except in connection with any debt-for-equity swap providing for the substantially concurrent issue or sale of Capital Stock of Holdings in exchange for the payment, prepayment, repurchase or redemption of any debt of Holdings, Borrower or any Subsidiary (including any Unrestricted Subsidiary), which swap may provide for the payment of interest in Cash Equivalents, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Secured Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating Holdings, the Borrower or any Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of or otherwise defease or segregate funds with respect to any change in market value of the Senior Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003Secured Notes, (b) amend, modify, waive 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 Holdings Discount Debentures Secured Note Documents (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 or which would thereof, reduce the 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 their respective Restricted Subsidiaries and (ii) does not involve the payment of a consent fee), ) or (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture or the Holdings Discount Debentures Indenture or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Permitted Subordinated Indebtedness, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance 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 or otherwise defease or segregate funds with respect to the Senior any change in market value of any Permitted Subordinated Notes or the Holdings Discount Debentures Indebtedness (other than scheduled interest payments required to be made any hedge and warrant option transactions entered into by the Borrower in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003connection with a Permitted Convertible Notes Offering), (b) amend, modify, waive modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior any Permitted Subordinated Notes or the Holdings Discount Debentures Indebtedness (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 or which would 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 of the Borrower or any of its Subsidiaries (other than the Obligations) as "“Designated Senior Indebtedness" ” for the purposes of the Senior any Permitted Subordinated Note Indenture or the Holdings Discount Debentures Indenture Indebtedness or (d) amend its certificate of incorporation in any manner reasonably determined by the Administrative Agent to be materially adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Subordinated Securities (provided that the Exchange Notes may be prepaid (x) with proceeds of the issuance of Take-Out Debt and (y) to the extent such proceeds are sufficient to repay at least 85%, but not all, of the outstanding principal amount of the Exchange Notes, by payment with funds that are not required to be applied to mandatory prepayments pursuant to Section 2.10), or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance 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 or otherwise defease or segregate funds with respect to the Senior any change in market value of any Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003Securities, (b) amend, modify, waive modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior any Subordinated Notes or the Holdings Discount Debentures Securities (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 or which would 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) as "Designated Senior IndebtednessDebt" (or any equivalent designation) for the purposes of the Senior any Subordinated Note Indenture or the Holdings Discount Debentures Indenture Securities or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Subordinated Securities, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance 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 or otherwise defease or segregate funds with respect to the Senior any change in market value of any Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003Securities, (b) amend, modify, waive modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior any Subordinated Notes or the Holdings Discount Debentures Securities (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 or which would 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) as "Designated Senior IndebtednessDebt" (or any equivalent designation) for the purposes of any Subordinated Securities (except that the Existing Senior Subordinated Note Indenture or Notes and the Holdings Discount Debentures Indenture New Senior Subordinated Notes may be "Designated Senior Debt" for purposes of the Seller Notes to the extent provided in the Seller Notes) or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.