Common use of Optional Payments and Modifications of Certain Debt Instruments Clause in Contracts

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Subordinated Debt; (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 any Subordinated Debt if the effect of such amendment, modification, waiver or other change is to increase the interest rate on any Subordinated Debt, change (to earlier dates) any dates on which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse in any material respect to any Loan Party or the Lenders, or require the payment of a consent fee; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of any document governing any Subordinated Debt.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Subordinated Debt; of the Unsecured Notes (other than the conversion of any of the Unsecured Notes to Capital Stock of Holdings (other than Disqualified Capital Stock)) or (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 any Subordinated Debt if of the Unsecured Notes (other than technical corrections or modifications) (i) except as permitted by Section 8.2(f) (in the case of an increase in principal amount), which shortens the fixed maturity or increases the principal amount of, or increases the 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 the Indebtedness evidenced by any Unsecured Notes, or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; (ii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of such amendment, modification, waiver or other change which is to increase subject the interest rate on Borrower or any Subordinated Debt, change of its Subsidiaries to any more onerous or more restrictive provisions; or (to earlier datesiii) any dates on which payments otherwise adversely affects the interests of principal or interest are due thereon, change any event of default or condition to an event of default the Lenders with respect thereto (other than to eliminate any such event of default the Unsecured Notes or increase any grace period related thereto or otherwise make such event the interests of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (Lenders under this Agreement or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse Loan Document in any material respect to any Loan Party or the Lenders, or require the payment of a consent fee; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of any document governing any Subordinated Debtrespect.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Lien Indebtedness or Subordinated DebtIndebtedness (except for Permitted Refinancings thereof plus the amount of premiums, penalties, accrued and unpaid interest and fees and expenses associated therewith); (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 any Subordinated Debt Indebtedness permitted under Section 6.1(t) or (y) or Junior Lien Indebtedness permitted under Section 6.1(t) or (y) (if the effect of such amendment, modification, waiver or other change is would be to increase the interest rate on any Subordinated Debt, (i) change (to earlier dates) any dates the dates on which any payments of principal or interest are due thereon, change any event of default (ii) increase the interest rate, or condition to an event of default with respect thereto the portion thereof payable on a current basis in cash, applicable thereto, (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), iii) change the redemption, prepayment or defeasance provisions thereof, (iv) change the lien or payment subordination provisions thereof (or of any Subordinated Debt (guaranty thereof or any guarantee thereofintercreditor arrangement with respect thereto), (v) materially change any collateral therefor (other than to release such collateral), (vi) shorten the maturity date therefor, or (vii) change any other term or provision thereof, if the effect of such change, together with all other changes made, is to increase materially the obligations of the Borrower obligor thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) such Indebtedness that would be materially adverse in any material respect to any Loan Party the Borrower, the Administrative Agent or the Lenders, without the prior written consent of Required Lenders) except in the case of any Junior Lien Indebtedness, as otherwise permitted under the Collateral Agency and Intercreditor Agreement; (c) amend, modify, waive or require otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the payment terms of a any preferred stock of the Borrower if the effect of such amendment, modification, waiver or other change would be to cause such preferred stock to become Disqualified Capital Stock, without the prior written consent feeof Required Lenders; or (cd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior DebtIndebtedness” (or any other defined term having a similar purpose) for the purposes of any document governing any Subordinated DebtIndebtedness Agreement.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of of, or otherwise voluntarily or optionally or voluntarily defease defease, any Subordinated Debt, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with respect 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 any Subordinated Debt; , (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 any Subordinated Debt Debt, if such modification would (i) increase the effect of principal amount thereof (other than any such amendmentincrease in principal amount arising from interest payments paid in kind), modification, waiver or other change is to (ii) increase the interest rate on any Subordinated Debtpayable in cash, change (iii) reduce the ability of Holdings to earlier datespay interest in kind, (iv) any dates on which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on shorten the Borrower), change the redemption, prepayment or defeasance provisions maturity thereof, change (v) make the subordination provisions of any Subordinated Debt (or any guarantee thereof), or terms thereof less favorable to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse in any material respect to any Loan Party or the Lenders, (vi) require Holdings to maintain compliance with any financial covenants, whether compliance with such covenants is required at all times or require is tested only at the payment end of any fiscal period, (vii) provide for any default under such Subordinated Debt in the case of a consent fee; Default or Event of Default under this Agreement or (viii) prohibit, restrict or limit the ability of Holdings to act, or refrain from acting, in a manner permitted by this Agreement or (c) designate amend its certificate of incorporation in any Indebtedness (other than obligations of manner reasonably determined by the Loan Parties pursuant Borrower to be adverse to the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of any document governing any Subordinated DebtLenders.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness under any Subordinated DebtIndenture or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Subsidiary Guarantor to make payments to such Derivatives Counterparty as a result of any change in market value of any such Indebtedness; (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 Indebtedness under the Indentures (other than any Subordinated Debt if the effect of such amendment, modification, waiver or other change is to increase that (i) would extend the interest rate on maturity or reduce the amount of any Subordinated Debt, change (to earlier dates) any dates on which payments payment of principal thereof or reduce the rate or extend any date for payment of interest are due thereon, change any event of default or condition to an event of default with respect thereto thereon and (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalfii) that would be adverse in any material respect to any Loan Party or the Lenders, or require does not involve the payment of a consent fee); or (c) designate enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness (other than obligations the making or offering to make of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (any optional or voluntary payment or prepayment thereon, or any other defined term having repurchase or redemption thereof, or the optional or voluntary defeasance or segregation of funds with respect thereto, the Borrower and its Subsidiaries are otherwise prohibited from doing under this Section 7.8; except optional or voluntary payments, prepayments, exchanges, redemptions, or repurchases in market transactions of Indebtedness under any Indenture if before and, on a similar purpose) for the purposes pro forma basis after giving effect to such purchase, no Default or Event of any document governing any Subordinated DebtDefault shall exist.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness under any Subordinated DebtIndenture or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Company, a Co-Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any such Indebtedness; (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 Indebtedness under the Indentures (other than any Subordinated Debt if the effect of such amendment, modification, waiver or other change is to increase that (i) would extend the interest rate on maturity or reduce the amount of any Subordinated Debt, change (to earlier dates) any dates on which payments payment of principal thereof or reduce the rate or extend any date for payment of interest are due thereon, change any event of default or condition to an event of default with respect thereto thereon and (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalfii) that would be adverse in any material respect to any Loan Party or the Lenders, or require does not involve the payment of a consent fee); or (c) designate enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness (other than obligations the making or offering to make of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (any optional or voluntary payment or prepayment thereon, or any other defined term having repurchase or redemption thereof, or the optional or voluntary defeasance or segregation of funds with respect thereto, the Company and its Subsidiaries are otherwise prohibited from doing under this Section 7.8; except optional or voluntary payments, prepayments, exchanges, redemptions, or repurchases in market transactions of Indebtedness under any Indenture if before and, on a similar purpose) for the purposes proforma basis after giving effect to such purchase, no Default or Event of any document governing any Subordinated DebtDefault shall exist.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Secured Notes or Senior Subordinated Notes at any Subordinated Debt; time when (i) any Default exists or would result after giving effect thereto, (ii) Excess Availability is less than $50,000,000 or (iii) Excess Availability would be less than $50,000,000 after giving effect thereto. (b) amendAmend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Indentures, Senior Secured Notes or Senior Subordinated Notes (i) which amends, supplements, waives, or otherwise modifies the lien or debt subordination provisions applicable thereto, (ii) except as permitted by Section 7.2(f) (in the case of an increase in principal amount), which shortens the fixed maturity or increases the principal amount of, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any Subordinated Debt if principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of the Indebtedness under any Indenture or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; (iii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of such amendment, modification, waiver or other change which is to increase subject the interest rate on Borrower or any Subordinated Debt, change of its Subsidiaries to any more onerous or more restrictive provisions; or (to earlier datesiv) any dates on which payments otherwise adversely affects the interests of principal or interest are due thereon, change any event of default or condition to an event of default the Lenders with respect thereto (other than to eliminate any such event the Senior Secured Notes or Senior Subordinated Notes or the interests of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (Lenders under this Agreement or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse Loan Document in any material respect respect; provided that the foregoing does not restrict the execution, delivery and performance of (A) a supplemental indenture to any Loan Party the extent the amendment, modification or change effected pursuant thereto relates solely to the Lenders, or require the payment addition of a consent fee; “Subsidiary Guarantor” (as defined in any Indenture) and related matters, pursuant to the terms of such Indenture and the consummation of exchange offers in which “Exchange Notes” (as defined in the applicable Indenture) are issued or (B) any amendment, modification or change effected to the security documents securing the Senior Secured Notes (x) for the purpose of adding additional beneficiaries to the collateral described therein, adding to or releasing such collateral or adding or releasing grantors thereunder or (y) which does not have an adverse impact on any Lender. (c) designate Designate any Indebtedness (other than the Obligations and the obligations of under the Loan Parties pursuant to the Loan DocumentsSenior Secured Note Indenture) as “Designated Senior DebtIndebtedness” (or any other defined term having a similar purpose) for the purposes of any document governing any the Senior Subordinated DebtNote Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Lien Indebtedness or Subordinated DebtIndebtedness (except for Permitted Refinancings thereof plus the amount of premiums, penalties, accrued and unpaid interest and fees and expenses associated therewith); (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 any Subordinated Debt Indebtedness permitted under Section 6.01(t) or (y) or Junior Lien Indebtedness permitted under Section 6.01(t) or (y) (if the effect of such amendment, modification, waiver or other change is would be to increase the interest rate on any Subordinated Debt, (i) change (to earlier dates) any dates the dates on which any payments of principal or interest are due thereon, change any event of default (ii) increase the interest rate, or condition to an event of default with respect thereto the portion thereof payable on a current basis in cash, applicable thereto, (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), iii) change the redemption, prepayment or defeasance provisions thereof, (iv) change the lien or payment subordination provisions thereof (or of any Subordinated Debt (guaranty thereof or any guarantee thereofintercreditor arrangement with respect thereto), (v) materially change any collateral therefor (other than to release such collateral), (vi) shorten the maturity date therefor, or (vii) change any other term or provision thereof, if the effect of such change, together with all other changes made, is to increase materially the obligations of the Borrower obligor thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) such Indebtedness that would be materially adverse in any material respect to any Loan Party the Borrower, the Agent or the Lenders, without the prior written consent of the “Required Lenders” as defined in the Existing Facility Credit Agreement) except in the case of any Junior Lien Indebtedness, as otherwise permitted under the Collateral Agency and Intercreditor Agreement; (c) amend, modify, waive or require otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the payment terms of a any preferred stock of the Borrower if the effect of such amendment, modification, waiver or other change would be to cause such preferred stock to become Disqualified Capital Stock, without the prior written consent feeof the “Required Lenders” as defined in the Existing Facility Credit Agreement; or (cd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Credit Documents or the “Loan Documents” (as defined in the Existing Facility Credit Agreement)) as “Designated Senior DebtIndebtedness” (or any other defined term having a similar purpose) for the purposes of any document governing any Subordinated DebtIndebtedness Agreement.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Subordinated Debt; Notes or any Indebtedness incurred pursuant to Section 8.2(h) (other than an exchange of Capital Stock of Holdings to the holders of the Notes or the holders of any Indebtedness incurred pursuant to Section 8.2(h) for the cancellation of all or any portion of the Notes or any Indebtedness incurred pursuant to Section 8.2(h), as applicable), 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 market value of the Notes, (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 any Subordinated Debt if of the effect Notes or any of the terms of any Indebtedness incurred pursuant to Section 8.2(h) (other than any such amendment, modification, waiver or other change is to increase that (i) would extend the interest rate on maturity or reduce the amount of any Subordinated Debt, change (to earlier dates) any dates on which payments payment of principal thereof or reduce the rate or extend any date for payment of interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalfii) that would be adverse in any material respect to any Loan Party or the Lenders, or require does not involve the payment of a consent fee; fee and (iii) would not reasonably be expected to materially increase the obligations of the obligor or confer additional material rights on the holder of such Notes or on the holders of such Indebtedness incurred pursuant to Section 8.2(h), as applicable, in a manner reasonably expected to be materially adverse to the interests of the Administrative Agent or the Lenders) or (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the terms of any preferred equity in a manner that would (i) set the scheduled redemption date prior to the date that is six months after the date of final maturity of the Term Loans or (ii) allow the holders of such preferred equity to redeem, at their option, prior to the date that is six months after the date of final maturity of the Term Loans or (d) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of any document governing any Subordinated DebtNote Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Subordinated DebtJunior Debt (collectively “Restricted Debt Payments”), except for: (i) Permitted Refinancings; (ii) payments permitted under Section 8.6(e); (iii) Restricted Debt Payments in an aggregate amount not to exceed the greater of $100,000,000 or 30% of Consolidated EBITDA, minus the amount of Restricted Payments made in reliance on Section 8.6(m), minus the amount of any Investments made in reliance on Section 8.7(e); and (iv) additional Restricted Debt Payments so long as, after giving effect thereto on a pro forma basis, the Total Net Leverage Ratio does not exceed 2.50 to 1.00; provided, that, no Default or Event of Default has occurred and is continuing or would result therefrom; (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 any Subordinated Junior Debt if (other than any amendment that is not materially adverse to the effect of such Lenders, it being agreed that any amendment, modification, waiver or other change is to increase that, in the interest rate on case of any Subordinated Junior Debt, change (to earlier dates) would extend the maturity or reduce the amount of any dates on which payments payment of principal thereof or reduce the rate or extend any date for payment of interest are due thereonthereon is not materially adverse to the Lenders); or amend, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto modify, waive or otherwise make such event change, or consent or agree to any amendment, modification, waiver or other change to, any of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions terms of any Subordinated Debt Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; and (c) amend, modify, waive or any guarantee thereof)otherwise change, or consent or agree to increase materially the obligations any amendment, modification, waiver or other change to, any of the Borrower thereunder or to confer any additional rights on the holders terms of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse in any material respect to Organizational Document of any Loan Party or the Lendersany Pledged Company if such amendment, modification, waiver or require the payment of change could reasonably be expected to have a consent fee; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of any document governing any Subordinated DebtMaterial Adverse Effect.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of of, or otherwise voluntarily or optionally defease, any Senior Subordinated Notes or voluntarily defease Additional Senior Subordinated Notes, as the case may be, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance (except, in each case, in connection with respect any refinancing permitted under Section 7.2(j)), or enter into any derivative or other transaction with any Derivatives Counterparty obligating the US Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any Senior Subordinated Debt; Notes or Additional Senior Subordinated Notes, as the case may be, (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 any Senior Subordinated Debt Notes or Additional Senior Subordinated Notes, as the case may be, if such modification would (i) increase the effect of principal amount thereof (other than any such amendmentincrease in principal amount arising from interest payments paid in kind), modification, waiver or other change is to (ii) increase the interest rate on any Subordinated Debtpayable in cash, change (iii) reduce the ability of the US Borrower to earlier datespay interest in kind, (iv) any dates on which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on shorten the Borrower), change the redemption, prepayment or defeasance provisions maturity thereof, change (v) make the subordination provisions of any Subordinated Debt (or any guarantee thereof), or terms thereof less favorable to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse in any material respect to any Loan Party or the Lenders, or require the payment of a consent fee; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of any document governing any Subordinated Debt.the

Optional Payments and Modifications of Certain Debt Instruments. (a) Make Except as contemplated by Section 7.6, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Subordinated Notes, the Holdings Notes (except with the Net Cash Proceeds of the issuance of any Refinancing Holdings Notes or any Capital Stock of Holdings and except with Capital Stock) or any subordinated debt incurred pursuant to Section 7.2(g) (provided that Senior Subordinated DebtNotes may be repurchased so long as (i) before and after giving effect to such repurchase, no Default or Event of Default shall have occurred or be continuing, (ii) after giving effect to such repurchase, the Consolidated Leverage Ratio for the most recently completed four fiscal quarters of the Borrower is not more than 4:00 to 1:00, and (iii) the aggregate principal amount of such repurchases shall not exceed the sum of (A) $25,000,000, plus (B) the aggregate amount of Excess Cash Flow that is not required to prepay the Term Loans); (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, the Holdings Notes or any Subordinated Debt if of the effect terms of any subordinated debt incurred pursuant to Section 7.2(g) (other than any such amendment, modification, waiver or other change is to increase that (i) would extend the interest rate on maturity or reduce the amount of any Subordinated Debt, change (to earlier dates) any dates on which payments payment of principal thereof or reduce the rate or extend any date for payment of interest are due thereon, change any event of default thereon or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto or otherwise ii) make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change in the subordination provisions opinion of any Subordinated Debt the Agents, less restrictive to Holdings, the Borrower or its Subsidiaries and, in the case of each of clause (or any guarantee thereofi) and (ii), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse in any material respect to any Loan Party or the Lenders, or require does not involve the payment of a consent feefee in excess of $5,000,000); or (c) designate amend, modify, waive or otherwise change, or consent or agree to any Indebtedness amendment, modification, waiver or other change to, any of the terms of any other Disqualified Capital Stock (other than obligations of any such amendment, modification, waiver or other change that (i) would extend the Loan Parties pursuant to scheduled redemption date or reduce the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes amount of any document governing any Subordinated Debt.scheduled redemption payment

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional payment or voluntary payment, prepayment, repurchase prepayment on or redemption of the Senior Subordinated Notes (except with the proceeds of the issuance of common Capital Stock of Holdings by Holdings) or the Preferred Stock (except as permitted by subsections 8.7(a)(ii) and 8.7(d)) including, without limitation, any payments on account of, or for a sinking or other analogous fund for, the redemption, repurchase, defeasance or other acquisition thereof, except mandatory payments of principal, interest, fees and expenses required by the terms of the agreement governing or instrument evidencing such Senior Subordinated Notes or Preferred Stock but only to the extent permitted under the subordination provisions applicable thereto. (b) Amend, supplement or otherwise optionally modify any of the provisions of the Senior Subordinated Notes or voluntarily defease the Preferred Stock: (i) which amends or segregate funds modifies the subordination provisions contained therein; (ii) which shortens the fixed maturity or scheduled redemption date or increases the principal amount of or scheduled redemption payment, or increases the rate or shortens the time of payment of interest or dividends 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 evidencing such Indebtedness and the effect of which is to subject the Company or any of its Subsidiaries, to any more onerous or more restrictive provisions; or (iv) which otherwise adversely affects the interests of the Lenders as senior creditors with respect to any the Senior Subordinated Debt; (b) amend, modify, waive Notes or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any the interests of the terms of any Subordinated Debt if the effect of such amendment, modification, waiver or other change is to increase the interest rate on any Subordinated Debt, change (to earlier dates) any dates on which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (Lenders under this Agreement or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse Loan Document in any material respect to any Loan Party or the Lenders, or require the payment of a consent fee; or respect. (c) designate any Indebtedness (other than obligations of the Loan Credit Parties pursuant to the Loan Documents) as “"Designated Senior Debt” Indebtedness" (or any other defined term having a similar purpose) for the purposes of the Senior Subordinated Note Indenture. (d) make any document governing payment in cash on any Subordinated Debtsubordinated debt security that may be made under the terms thereof by the issuance of any security of the same nature.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any the Senior Subordinated Debt; Notes, (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 (i) which amends, supplements, waives, or otherwise modifies the subordination provisions contained therein, (ii) except as permitted by Section 8.2(f) (in the case of an increase in principal amount), which shortens the fixed maturity or increases the principal amount of, or increases the 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 the Indebtedness evidenced by any Senior Subordinated Debt if Notes, or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; (iii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of such amendment, modification, waiver or other change which is to increase subject the interest rate on Borrower or any Subordinated Debt, change of its Subsidiaries to any more onerous or more restrictive provisions; or (to earlier datesiv) any dates on which payments otherwise adversely affects the interests of principal or interest are due thereon, change any event of default or condition to an event of default the Lenders with respect thereto (other than to eliminate any such event the Senior Subordinated Notes or the interests of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (Lenders under this Agreement or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse Loan Document in any material respect respect; provided that this clause (b) of Section 8.9 shall not be deemed to any Loan Party or restrict (x) the Lendersexecution, or require delivery and performance of the payment First Supplemental Indenture, dated as of the Closing Date, to the Senior Subordinated Note Indenture, (y) the execution, delivery and performance of a consent feesupplemental indenture to the extent the amendment, modification or change effected pursuant thereto relates solely to the addition of a “Subsidiary Guarantor” (as defined in the Senior Subordinated Note Indenture) and related matters, pursuant to the terms of the Senior Subordinated Note Indenture or (z) the consummation of exchange offers in which “Exchange Notes” (as defined in the Senior Subordinated Note Indenture) are issued in exchange for any Senior Subordinated Notes; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior DebtIndebtedness” (or any other defined term having a similar purpose) for the purposes of any document governing any the Senior Subordinated DebtNote Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Subordinated Debt; the Senior Unsecured Notes or (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 Unsecured Notes (other than technical corrections or modifications) (i) except as permitted by Section 8.2(f) (in the case of an increase in principal amount), which shortens the fixed maturity or increases the principal amount of, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any Subordinated Debt if principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of the Indebtedness evidenced by any Senior Unsecured Notes, or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; (ii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of such amendment, modification, waiver or other change which is to increase subject the interest rate on Borrower or any Subordinated Debt, change of its Subsidiaries to any more onerous or more restrictive provisions; or (to earlier datesiii) any dates on which payments otherwise adversely affects the interests of principal or interest are due thereon, change any event of default or condition to an event of default the Lenders with respect thereto (other than to eliminate any such event the Senior Unsecured Notes or the interests of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (Lenders under this Agreement or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse Loan Document in any material respect respect; provided that this clause (b) of Section 8.9 shall not be deemed to any Loan Party or restrict (x) the Lendersexecution, or require delivery and performance of the payment First Supplemental Indenture, dated as of the Closing date, to the Senior Unsecured Note Indenture, (y) the execution, delivery and performance of a consent fee; supplemental indenture to the extent the amendment, modification or change effected pursuant thereto relates solely to the addition of a “Subsidiary Guarantor” (cas defined in the Senior Unsecured Note Indenture) designate any Indebtedness (other than obligations of the Loan Parties and related matters, pursuant to the Loan Documentsterms of the Senior Unsecured Note Indenture or (z) as the consummation of exchange offers in which “Designated Senior DebtExchange Notes” (or as defined in the Senior Unsecured Note Indenture) are issued in exchange for any other defined term having a similar purpose) for the purposes of any document governing any Subordinated DebtSenior Unsecured Notes.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Subordinated Debt; Notes or any Indebtedness incurred pursuant to Section 8.2(h) or Section 8.2(p) (other than an exchange of Capital Stock of Holdings to the holders of the Notes or the holders of any Indebtedness incurred pursuant to Section 8.2(h) or Section 8.2(p) for the cancellation of all or any portion of the Notes or any Indebtedness incurred pursuant to Section 8.2(h) or Section 8.2(p), as applicable), 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 market value of the Notes, (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 any Subordinated Debt if of the effect Notes or any of the terms of any Indebtedness incurred pursuant to Section 8.2(h) or Section 8.2(p) (other than any such amendment, modification, waiver or other change is to increase that (i) would extend the interest rate on maturity or reduce the amount of any Subordinated Debt, change (to earlier dates) any dates on which payments payment of principal thereof or reduce the rate or extend any date for payment of interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalfii) that would be adverse in any material respect to any Loan Party or the Lenders, or require does not involve the payment of a consent fee; fee and (iii) would not reasonably be expected to materially increase the obligations of the obligor or confer additional material rights on the holder of such Notes or on the holders of such Indebtedness incurred pursuant to Section 8.2(h) or Section 8.2(p), as applicable, in a manner reasonably expected to be materially adverse to the interests of the Administrative Agent or the Lenders) or (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the terms of any preferred equity in a manner that would (i) set the scheduled redemption date prior to the date that is six months after the Scheduled Maturity Date or (ii) allow the holders of such preferred equity to redeem, at their option, prior to the date that is six months after the Scheduled Maturity Date or (d) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and the First Lien Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of any document governing any Subordinated DebtNote Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to, or make any payment in violation of any subordination terms applicable to, any Indebtedness incurred pursuant to Section 8.02(h), Section 8.02(p) or Section 8.02(q) (other than an exchange of Capital Stock of Parent or Holdings to the holders of any Subordinated Debt; Indebtedness incurred pursuant to Section 8.02(h), Section 8.02(p) or Section 8.02(q) for the cancellation of all or any portion of any Indebtedness incurred pursuant to Section 8.02(h), Section 8.02(p) or Section 8.02(q), as applicable, and other than with the Available Amount and Capital Stock Net Cash Proceeds), or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any such Indebtedness, (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 any Subordinated Debt if the effect of Indebtedness incurred pursuant to Section 8.02(h), Section 8.02(p) or Section 8.02(q) (other than any such amendment, modification, waiver or other change is to increase that (i) would extend the interest rate on maturity or reduce the amount of any Subordinated Debt, change (to earlier dates) any dates on which payments payment of principal thereof or reduce the rate or extend any date for payment of interest are due thereon, change any event of default thereon or condition (ii) would not reasonably be expected to an event of default with respect thereto (other than to eliminate any such event of default or materially increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder obligor or to confer any additional material rights on the holders of any Subordinated Debt (such Indebtedness incurred pursuant to Section 8.02(h), Section 8.02(p) or Section 8.02(q), as applicable, in a trustee or other representative on their behalf) that would manner reasonably expected to be materially adverse in any material respect to any Loan Party the interests of the Administrative Agent or the Lenders, or require the payment of a consent fee; ) or (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the terms of any preferred equity in a manner that would (i) set the scheduled redemption date prior to the date that is six months after the then Latest Maturity Date or (ii) allow the holders of such preferred equity to redeem, at their option, prior to the date that is six months after the then Latest Maturity Date or (d) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of any document governing any Subordinated Permitted Unsecured Refinancing Debt.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness under any Subordinated DebtIndenture or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Company, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any such Indebtedness; (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 Indebtedness under the Indentures (other than any Subordinated Debt if the effect of such amendment, modification, waiver or other change is to increase that (i) would extend the interest rate on maturity or reduce the amount of any Subordinated Debt, change (to earlier dates) any dates on which payments payment of principal thereof or reduce the rate or extend any date for payment of interest are due thereon, change any event of default or condition to an event of default with respect thereto thereon and (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalfii) that would be adverse in any material respect to any Loan Party or the Lenders, or require does not involve the payment of a consent fee); or (c) designate enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness (other than obligations the making or offering to make of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (any optional or voluntary payment or prepayment thereon, or any other defined term having repurchase or redemption thereof, or the optional or voluntary defeasance or segregation of funds with respect thereto, the Company and its Subsidiaries are otherwise prohibited from doing under this Section 7.8; except optional or voluntary payments, prepayments, exchanges, redemptions, or repurchases in market transactions of Indebtedness under any Indenture if before and, on a similar purpose) for the purposes proforma basis after giving effect to such purchase, no Default or Event of any document governing any Subordinated DebtDefault shall exist.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Subordinated DebtJunior Debt (collectively “Restricted Debt Payments”), except for: (i) Permitted Refinancings; (ii) payments permitted under Section 8.6(e); (iii) Restricted Debt Payments in an aggregate amount not to exceed the greater of $100,000,000200,000,000 or 30% of Consolidated EBITDA, minus the amount of Restricted Payments made in reliance on Section 8.6(m) in any fiscal year, minus the amount of any Investments made in reliance on Section 8.7(e); and (iv) additional Restricted Debt Payments so long as, after giving effect thereto on a pro forma basis, the Total Net Leverage Ratio does not exceed 2.50 to 1.00; provided, that, no Default or Event of Default has occurred and is continuing or would result therefrom; (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 any Subordinated Junior Debt if (other than any amendment that is not materially adverse to the effect of such Lenders, it being agreed that any amendment, modification, waiver or other change is to increase that, in the interest rate on case of any Subordinated Junior Debt, change (to earlier dates) would extend the maturity or reduce the amount of any dates on which payments payment of principal thereof or reduce the rate or extend any date for payment of interest are due thereonthereon is not materially adverse to the Lenders); or amend, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto modify, waive or otherwise make such event change, or consent or agree to any amendment, modification, waiver or other change to, any of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions terms of any Subordinated Debt Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; and (c) amend, modify, waive or any guarantee thereof)otherwise change, or consent or agree to increase materially the obligations any amendment, modification, waiver or other change to, any of the Borrower thereunder or to confer any additional rights on the holders terms of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse in any material respect to Organizational Document of any Loan Party or the Lendersany Pledged Company if such amendment, modification, waiver or require the payment of change could reasonably be expected to have a consent fee; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of any document governing any Subordinated DebtMaterial Adverse Effect.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness under any Subordinated DebtIndenture or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Company, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any such Indebtedness; (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 Indebtedness under the Indentures (other than any Subordinated Debt if the effect of such amendment, modification, waiver or other change is to increase that (i) would extend the interest rate on maturity or reduce the amount of any Subordinated Debt, change (to earlier dates) any dates on which payments payment of principal thereof or reduce the rate or extend any date for payment of interest are due thereon, change any event of default or condition to an event of default with respect thereto thereon and (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalfii) that would be adverse in any material respect to any Loan Party or the Lenders, or require does not involve the payment of a consent fee); or (c) designate enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness (other than obligations the making or offering to make of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (any optional or voluntary payment or prepayment thereon, or any other defined term having repurchase or redemption thereof, or the optional or voluntary defeasance or segregation of funds with respect thereto, the Company and its Subsidiaries are otherwise prohibited from doing under this SECTION 7.8; except optional or voluntary payments, prepayments, exchanges, redemptions, or repurchases in market transactions of Indebtedness under any Indenture if before and, on a similar purpose) for the purposes proforma basis after giving effect to such purchase, no Default or Event of any document governing any Subordinated DebtDefault shall exist.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Subordinated Notes or any subordinated debt incurred pursuant to Section 7.2(g) (provided that Senior Subordinated DebtNotes may be repurchased so long as (i) before and after giving effect to such repurchase, no Default or Event of Default shall have occurred or be continuing, (ii) after giving effect to such repurchase, the Consolidated Leverage Ratio for the most recently completed four fiscal quarters of the Borrower is not more than 4:00 to 1:00, and (iii) the aggregate principal amount of such repurchases shall not exceed the sum of (A) $25,000,000, plus (B) the aggregate amount of Excess Cash Flow that is not required to prepay the Term Loans); (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 any Subordinated Debt if of the effect terms of any subordinated debt incurred pursuant to Section 7.2(g) (other than any such amendment, modification, waiver or other change is to increase that (i) would extend the interest rate on maturity or reduce the amount of any Subordinated Debt, change (to earlier dates) any dates on which payments payment of principal thereof or reduce the rate or extend any date for payment of interest are due thereon, change any event of default thereon or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto or otherwise ii) make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change in the subordination provisions opinion of any Subordinated Debt the Agents, less restrictive to the Borrower or its Subsidiaries and, in the case of each of clause (or any guarantee thereofi) and (ii), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse in any material respect to any Loan Party or the Lenders, or require does not involve the payment of a consent feefee in excess of $5,000,000); or (c) designate amend, modify, waive or otherwise change, or consent or agree to any Indebtedness amendment, modification, waiver or other change to, any of the terms of any Disqualified Capital Stock (other than obligations 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 dividends thereon or (ii) make the provisions thereof, in the opinion of the Loan Parties pursuant Agents, less restrictive to the Loan DocumentsBorrower or its Subsidiaries and, in the case of each of clause (i) as “Designated Senior Debt” and (ii), does not involve the payment of a consent fee in excess of $5,000,000), or (d) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other defined term having a similar purpose) for change to, any of the purposes terms of any document governing Permitted Investor Stock (other than any Subordinated Debt.such amendment, modification, waiver or other change that would not reasonably be expected to be materially adverse to the rights and interests of

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Subordinated Debt; the Senior Unsecured Notes or (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 Unsecured Notes (other than technical corrections or modifications) (i) except as permitted by Section 8.2(f) (in the case of an increase in principal amount), which shortens the fixed maturity or increases the principal amount of, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any Subordinated Debt if principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of the Indebtedness evidenced by any Senior Unsecured Notes, or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; (ii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of such amendment, modification, waiver or other change which is to increase subject the interest rate on Borrower or any Subordinated Debt, change of its Subsidiaries to any more onerous or more restrictive provisions; or (to earlier datesiii) any dates on which payments otherwise adversely affects the interests of principal or interest are due thereon, change any event of default or condition to an event of default the Lenders with respect thereto (other than to eliminate any such event the Senior Unsecured Notes or the interests of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (Lenders under this Agreement or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse Loan Document in any material respect respect; provided that this clause (b) of Section 8.9 shall not be deemed to any Loan Party or restrict (x) the Lendersexecution, or require delivery and performance of the payment First Supplemental Indenture, dated as of the Original Closing date, to the Senior Unsecured Note Indenture, (y) the execution, delivery and performance of a consent fee; supplemental indenture to the extent the amendment, modification or change effected pursuant thereto relates solely to the addition of a “Subsidiary Guarantor” (cas defined in the Senior Unsecured Note Indenture) designate any Indebtedness (other than obligations of the Loan Parties and related matters, pursuant to the Loan Documentsterms of the Senior Unsecured Note Indenture or (z) as the consummation of exchange offers in which “Designated Senior DebtExchange Notes” (or as defined in the Senior Unsecured Note Indenture) are issued in exchange for any other defined term having a similar purpose) for the purposes of any document governing any Subordinated DebtSenior Unsecured Notes.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Subordinated DebtIndebtedness under the Existing Indentures, any Indebtedness Incurred as permitted by Section 7.2(o) or (p) or any Disqualified Stock, except for (i) prepayments, repurchases, redemptions, defeasances or segregations of funds with the proceeds of refinancings or replacements thereof permitted by Section 7.2 or with the issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower (or, after the Chemicals IPO, any member of the Chemicals Group) and (ii) redemptions of Disqualified Stock made in compliance with Section 7.6(h); (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 any Indebtedness under the Existing Indentures, any Senior Unsecured Debt Documents or any Subordinated Debt if the effect of Documents (other than any such amendment, modification, waiver or other change is to increase that (i) would extend the interest rate on maturity or reduce the amount of any Subordinated Debt, change (to earlier dates) any dates on which payments payment of principal thereof or reduce the rate or extend any date for payment of interest are due thereon, change any event of default thereon or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalfii) that would not be adverse in any material respect to any Loan Party or the Lenders, or require the payment of a consent fee); or (c) designate amend, modify, waive or otherwise change, or consent or agree to any Indebtedness amendment, modification, waiver or other change to, any of the terms of any Disqualified Stock (other than obligations 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 Loan Parties pursuant rate or extend any date for payment of dividends thereon or (ii) would not be adverse in any material respect to the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of any document governing any Subordinated DebtLenders).

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Secured Notes or Senior Subordinated Notes at any Subordinated Debt; time when (i) any Default exists or would result after giving effect thereto, (ii) Excess Availability is less than $40,000,000 or (iii) Excess Availability would be less than $40,000,000 after giving effect thereto. (b) amendAmend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Indentures, Senior Secured Notes or Senior Subordinated Notes (i) which amends, supplements, waives, or otherwise modifies the lien or debt subordination provisions applicable thereto, (ii) except as permitted by Section 7.2(f) (in the case of an increase in principal amount), which shortens the fixed maturity or increases the principal amount of, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any Subordinated Debt if principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of the Indebtedness under any Indenture or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; (iii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of such amendment, modification, waiver or other change which is to increase subject the interest rate on Borrower or any Subordinated Debt, change of its Subsidiaries to any more onerous or more restrictive provisions; or (to earlier datesiv) any dates on which payments otherwise adversely affects the interests of principal or interest are due thereon, change any event of default or condition to an event of default the Lenders with respect thereto (other than to eliminate any such event the Senior Secured Notes or Senior Subordinated Notes or the interests of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of any Subordinated Debt (Lenders under this Agreement or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse Loan Document in any material respect respect; PROVIDED that the foregoing does not restrict the execution, delivery and performance of (A) a supplemental indenture to any Loan Party the extent the amendment, modification or change effected pursuant thereto relates solely to the Lenders, or require the payment addition of a consent fee; "Subsidiary Guarantor" (as defined in any Indenture) and related matters, pursuant to the terms of such Indenture and the consummation of exchange offers in which "Exchange Notes" (as defined in the applicable Indenture) are issued or (B) any amendment, modification or change effected to the security documents securing the Senior Secured Notes (x) for the purpose of adding additional beneficiaries to the collateral described therein, adding to or releasing such collateral or adding or releasing grantors thereunder or (y) which does not have an adverse impact on any Lender. (c) designate Designate any Indebtedness (other than the Obligations and the obligations of under the Loan Parties pursuant to the Loan DocumentsSenior Secured Note Indenture) as “"Designated Senior Debt” Indebtedness" (or any other defined term having a similar purpose) for the purposes of any document governing any the Senior Subordinated DebtNote Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (ai) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease any Junior Financing except for (x) payments in the aggregate pursuant to this clause (i) not to exceed the Available Amount during the term of this Agreement, (y) the refinancing thereof with the Net Cash Proceeds of any Permitted Refinancing of any of the foregoing or segregate funds with respect any Indebtedness (other than Indebtedness that is owed to the Borrower or any Subordinated DebtRestricted Subsidiary), and (z) the conversion of any Junior Financing to Capital Stock; provided that, in the case of (bx), no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Available Amount Condition has been met; and (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Subordinated Debt if Junior Financing (other than any amendment that is not materially adverse to the effect of Lenders and in any event any such amendment, modification, waiver or other change is to increase that (x) in the interest rate on case of any Subordinated DebtJunior Indebtedness, change (to earlier dates) would extend the maturity or reduce the amount of any dates on which payments payment of principal thereof or reduce the rate or extend any date for payment of interest are due thereonthereon and (y) in the case of any Second Lien Indebtedness, change any event of default or condition is permitted pursuant to an event of default with respect thereto the applicable intercreditor agreement). (other than to eliminate any such event of default or increase any grace period related thereto b) Amend, modify, waive or otherwise make such event change, or consent or agree to any amendment, modification, waiver or other change to, any of default or condition less restrictive or burdensome on the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions terms of any Subordinated Debt (or any guarantee thereof), or to increase materially the obligations Organizational Document of the Borrower thereunder or to confer any additional rights on the holders of any Subordinated Debt (or a trustee or other representative on their behalf) that would be adverse in any material respect to any Loan Party or the Lendersany Pledged Company if such amendment, modification, waiver or require the payment of change could reasonably be expected to have a consent fee; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of any document governing any Subordinated DebtMaterial Adverse Effect.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to, or make any payment in violation of any subordination terms applicable to (any Subordinated Debt; of the foregoing, a “Restricted Debt Payment”) any Indebtedness that is subordinated in right of payment to the Loans (other than Indebtedness among any of the Borrower and its Restricted Subsidiaries) (each of the foregoing, “Restricted Indebtedness”) (in each case other than (w) a Permitted Refinancing thereof, (x) an exchange of Capital Stock of Parent or Holdings to the holders of any Restricted Indebtedness for the cancellation of all or any portion of any such Restricted Indebtedness, as applicable, (y) with Capital Stock Net Cash Proceeds and (z) in any amounts if both immediately before and after giving effect thereto the Payment Conditions are satisfied, or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any such Restricted Indebtedness, (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 any Subordinated Second Lien Notes, Ratio Debt, Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt or any Indebtedness incurred pursuant to Section 8.02(p), (in each case, (x) other than pursuant to any Permitted Refinancing thereof, (y) other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon or (ii) would not reasonably be expected to materially increase the obligations of the obligor or confer additional material rights on the holders of such Indebtedness in a manner reasonably expected to be materially adverse to the interests of the Lenders or (z) other than such amendments, modifications, waivers, consents or other changes to any of the terms of any such Indebtedness that could otherwise be made in accordance with the terms of the definition of Permitted Refinancing as if a refinancing of such Indebtedness was then to occur even though no such refinancing of such Indebtedness occurs), (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the effect terms of the Term Loan Agreement if such amendment, modification, waiver or other change is to increase not permitted under the interest rate on any Subordinated DebtFirst Lien Intercreditor Agreement or (d) amend, change (to earlier dates) any dates on which payments of principal or interest are due thereonmodify, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto waive or otherwise make such event of default change, or condition less restrictive consent or burdensome on agree to any amendment, modification, waiver or other change to, the Borrower), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions terms of any Subordinated Debt preferred equity in a manner that would (i) set the scheduled redemption date prior to the date that is six months after the then Latest Maturity Date or any guarantee thereof), or to increase materially the obligations of the Borrower thereunder or to confer any additional rights on (ii) allow the holders of any Subordinated Debt (or a trustee or other representative on such preferred equity to redeem, at their behalf) that would be adverse in any material respect to any Loan Party or the Lendersoption, or require the payment of a consent fee; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant prior to the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for date that is six months after the purposes of any document governing any Subordinated Debtthen Latest Maturity Date.