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

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Qualified Senior 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 Qualified Senior Notes (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 and (ii) does not involve the payment of a consent fee), (d) 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 First Lien Debt in violation of the Intercreditor Agreement or (e) designate any Debt (other than Obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Qualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing Date.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Majority Lenders (a) make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Subordinated Debt or Qualified Senior Notes, (b) make any payment, repurchase or redemption with respect to any Subordinated Debt in violation of any of the subordination provisions thereof, (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 any Subordinated Debt or Qualified Senior Notes (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 and (ii) does not involve the payment of a consent fee), (d) amendamend the subordination provisions of any Subordinated Debt Documents, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the First Lien Debt in violation of the Intercreditor Agreement or (e) designate any Debt (other than Obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Subordinated Debt Documents or Qualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing Date.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make Make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Qualified the Senior Subordinated 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 Qualified the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any such amendment, modification, waiver or other change that (i) (x) would extend the maturity or reduce the amount of any payment of principal thereof or thereof, reduce the rate or extend any date for payment of interest thereon or to add a subsidiary guarantor, provided that such subsidiary guarantor shall simultaneously become a Guarantor hereunder and (iiy) does not involve the payment of a consent feefee and (ii) does not involve the consent of any of the holders of the Senior Subordinated Notes), ; (dc) 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 First Lien Debt in violation Borrower’s preferred stock (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the Intercreditor Agreement rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a consent fee); or (ed) designate any Debt Indebtedness (other than Obligations obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Qualified the Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing DateSubordinated Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make Make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Qualified Senior NotesSubordinated Debt (it being understood that the Borrower and its Subsidiaries shall be permitted to make regularly scheduled interest and principal payments as and when due in respect of Subordinated Debt, other than payments in respect thereof prohibited by the subordination provisions thereof); (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 Qualified Senior Notes Subordinated Debt incurred as permitted hereunder (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 and (ii) does not involve the payment of a consent fee), ; (dc) amend, modify, waive or otherwise change, change or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the First Lien Senior Debt in violation of the Intercreditor Agreement or any other Senior Document if such amendment or other change would confer additional material rights to the Senior Debt Lenders in a manner adverse to the Borrower, any of its Subsidiaries or any Lender, except as expressly permitted under the Subordination Agreement; or (ed) designate any Debt Indebtedness (other than Obligations of the Loan Parties pursuant to the Loan DocumentsSenior Obligations) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Qualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, agreement governing any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing DateSubordinated Debt incurred as permitted hereunder.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Majority Lenders (a) make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Qualified Senior NotesNotes or Second Lien Debt, (b) make any payment, repurchase or redemption with respect to the Second Lien Debt in violation of the Second Lien Intercreditor Agreement, (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 any or Qualified Senior Notes (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 and (ii) does not involve the payment of a consent fee), (d) 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 First Second Lien Debt in violation of the Second Lien Intercreditor Agreement Agreement, or (e) designate any Debt (other than Obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Qualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing Date.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make or offer to make (i) Make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect any Junior Financing except for (x) payments in the aggregate pursuant to any Qualified Senior Notesthis clause (i) not to exceed the Available Amount during the term of this Agreement, (by) the refinancing thereof with the Net Cash Proceeds of any Permitted Refinancing of any of the foregoing or any Indebtedness (other than Indebtedness that is owed to the Borrower or any Restricted Subsidiary), and (z) the conversion of any Junior Financing to Capital Stock; provided that, in the case of (x), 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 Qualified Senior Notes Junior Financing (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (i) in the case of any Junior Indebtedness, 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 and interest). (iib) does not involve the payment of a consent fee), (d) 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 First Lien Debt in violation any Organizational Document of the Intercreditor Agreement or (e) designate any Debt (other than Obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Qualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender foror any Pledged Company if such amendment, redeemmodification, prepay and/or refinance Qualified Senior Notes pursuant waiver or change could reasonably be expected to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing Datehave a Material Adverse Effect.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make Make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Second Lien Notes (other than any Qualified such repurchase or redemption pursuant to a mandatory disposition pursuant to and in accordance with Gaming Laws or as a result of an Asset Sale Offer or Excess Loss Proceeds Offer in accordance with the Senior NotesSecond Lien Indenture), (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 Qualified the Senior Second Lien Note Indenture or the Senior Second Lien Notes (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 and (ii) does not involve the payment of a consent fee), (d) 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 First Lien Debt in violation of the Intercreditor Agreement ; or (ec) designate (or permit any Debt other Person to designate) any Indebtedness (other than Obligations obligations of the Loan Parties a Group Member pursuant to the Loan Documents) as “Designated First Lien Obligations” or “Additional Permitted Senior IndebtednessDebt Obligations” (or any other defined term having a similar purpose) for the purposes of any Qualified Senior Notes; provided, that notwithstanding anything in this the Intercreditor Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing DateSenior Second Lien Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (ai) make or offer to make Make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect any Junior Financing except for (x) payments in the aggregate pursuant to any Qualified Senior Notesthis clause (i) not to exceed the Available Amount during the term of this Agreement, (by) the refinancing thereof with the Net Cash Proceeds of any Permitted Refinancing of any of the foregoing or any Indebtedness (other than Indebtedness that is owed to the Borrower or any Restricted Subsidiary), and (z) the conversion of any Junior Financing to Capital Stock; provided that, in the case of (x), 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 Qualified Senior Notes Junior Financing (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (i) in the case of any Junior Indebtedness, 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 and interest). (iib) does not involve the payment of a consent fee), (d) 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 First Lien Debt in violation any Organizational Document of the Intercreditor Agreement or (e) designate any Debt (other than Obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Qualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender foror any Pledged Company if such amendment, redeemmodification, prepay and/or refinance Qualified Senior Notes pursuant waiver or change could reasonably be expected to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing Datehave a Material Adverse Effect.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make Make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Wind▇ ▇▇▇▇ ▇▇▇ior Subordinated Notes, the Exchange Notes or any Qualified Senior NotesRefinancing Subordinated Debt; provided that the Borrower may refinance or defease the Wind▇ ▇▇▇▇ ▇▇▇ior Subordinated Notes or the Exchange Notes as contemplated by this Agreement, (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 Qualified Senior the Wind▇ ▇▇▇▇ ▇▇▇ior Subordinated Notes or the Exchange Notes or the Refinancing Subordinated Debt, (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 and (ii) does not involve the payment of a consent fee), (dc) 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 First Lien Debt in violation Preferred Stock (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the Intercreditor Agreement rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a consent fee) or (ed) designate any Debt Indebtedness (other than Obligations obligations of the Loan Parties pursuant to the Loan Documents) as “"Designated Senior Indebtedness” (or any other defined term having a similar purpose) " for the purposes of the Exchange Note Indenture or any Qualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing DateRefinancing Subordinated Debt.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make Make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Qualified the Senior NotesNotes (except that the Borrower may prepay, repurchase or redeem all of a portion of the Senior Registered Notes and Senior Unregistered Notes on or prior to the date which is 45 days following the Third Amendment Effective Date); (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the material terms of any Qualified the Senior Notes or, the OpCo Notes or the OpCo Credit Agreement (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 and (ii) does not involve the payment of a consent fee), ; (dc) 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 redeemable preferred stock (other than any such amendment, modification, waiver or other change that (i) would extend the First Lien Debt in violation scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the Intercreditor Agreement rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a consent fee); or (ed) designate any Debt Indebtedness (other than Obligations obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Qualified the Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing DateNote Indenture.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make Make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Qualified the Convertible Senior Notes, Subordinated Debentures; (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 Qualified the Convertible Senior Notes Subordinated Debentures (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 and (ii) does not involve the payment of a consent fee), ) that has not been approved by the Administrative Agent; (dc) 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 preferred stock (other than any such amendment, modification, waiver or other change that (i) would extend the First Lien Debt in violation scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the Intercreditor Agreement rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a consent fee); or (ed) designate any Debt Indebtedness (other than Obligations obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Qualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing DateIndenture.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make Make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Qualified the Senior Subordinated 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 Qualified the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any such amendment, modification, waiver or other change that (i) (x) would extend the maturity or reduce the amount of any payment of principal thereof or thereof, reduce the rate or extend any date for payment of interest thereon or to add a subsidiary guarantor, provided that such subsidiary guarantor shall simultaneously become a Guarantor hereunder and (iiy) does not involve the payment of a consent feefee and (ii) does not involve the consent of any of the holders of the Senior Subordinated Notes), ; (dc) 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 First Lien Debt in violation Borrower's preferred stock (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the Intercreditor Agreement rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a consent fee); or (ed) designate any Debt Indebtedness (other than Obligations obligations of the Loan Parties pursuant to the Loan Documents) as “"Designated Senior Indebtedness” " (or any other defined term having a similar purpose) for the purposes of any Qualified the Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing DateSubordinated Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make Make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Qualified the Convertible Senior Notes, Subordinated Debentures; (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 Qualified the Convertible Senior Notes Subordinated Debentures (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 and (ii) does not involve the payment of a consent fee), ) that has not been approved by the Administrative Agent; (dc) 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 preferred stock (other than any such amendment, modification, waiver or other change that (i) would extend the First Lien Debt in violation scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the Intercreditor Agreement rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a consent fee); or (ed) designate any Debt Indebtedness (other than Obligations obligations of the Loan Parties pursuant to the Loan Documents) as “"Designated Senior Indebtedness” " (or any other defined term having a similar purpose) for the purposes of any Qualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing DateIndenture.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make Make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Qualified Senior NotesJunior Debt (collectively “Restricted Debt Payments”), except for: (i) Permitted Refinancings; (ii) [reserved]; (iii) Restricted Debt Payments in an aggregate amount not to exceed: (A) $25,000,000, plus (B) $25,000,000, 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)(ii); 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 2.25 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 Qualified Senior Notes Junior Debt (other than any such amendment that is not materially adverse to the Lenders, it being agreed that any amendment, modification, waiver or other change that (i) that, in the case of any Junior Debt, 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 is not materially adverse to the Lenders); or 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 Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; and (ii) does not involve the payment of a consent fee), (dc) 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 First Lien Debt in violation any Organizational Document of the Intercreditor Agreement or (e) designate any Debt (other than Obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Qualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender foror any Pledged Company if such amendment, redeemmodification, prepay and/or refinance Qualified Senior Notes pursuant waiver or change could reasonably be expected to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing Datehave a Material Adverse Effect.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make Make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Qualified the Bridge Loans, the Senior Notes, any subordinated Indebtedness or any Convertible Debentures (excluding, for the avoidance of doubt, the Existing Convertible Securities); provided, that so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom (i) during the term of this Agreement up to $140,000,000 of Net Cash Proceeds from the sale of Capital Stock or Trust Units of Holdings or the Parent may be utilized for such purposes in respect of the Senior Notes, any subordinated Indebtedness or any Convertible Debentures and (ii) the Bridge Loans may be refinanced with Net Cash Proceeds from the sale of Capital Stock or Trust Units of Holdings or the Parent or the issuance of Senior Notes or Convertible Debentures permitted to be issued hereunder; 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 Bridge Loans or the Senior Notes, any Qualified Senior Notes subordinated Indebtedness or any Convertible Debentures in any manner that would be materially adverse to the Lenders (other than than, in each case, 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 and (ii) does not involve the payment of a consent feethereon), (d) 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 First Lien Debt in violation of the Intercreditor Agreement or (e) designate any Debt (other than Obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Qualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing Date.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Qualified the Senior Notes or the 2008 Senior Exchangeable 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 Qualified the Senior Notes or the 2008 Senior Exchangeable Notes (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 and thereon); or (c) make or offer to make any payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds (whether scheduled or voluntary) with respect to principal or interest on (i) any Indebtedness which is subordinate to the Obligations (ii) does not involve the payment of a consent fee)2011 Senior Unsecured Notes, (diii) 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 First Lien Debt in violation of the Intercreditor Agreement Additional Senior Unsecured Notes or (eiv) designate the Revolving Credit Facility, in any Debt (other than Obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Qualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) orcase, if no a Default or an Event of Default has occurred and is continuing; provided, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by however, the Borrower after may make such mandatory prepayments or redemptions expressly set forth in the Closing Date2012 Senior Unsecured Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) make Make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Qualified the Senior Subordinated 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 Qualified the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any such amendment, modification, waiver or other change that (i) (x) would extend the maturity or reduce the amount of any payment of principal thereof or thereof, reduce the rate or extend any date for payment of interest thereon or to add a subsidiary guarantor, provided that such subsidiary guarantor shall simultaneously become a Guarantor hereunder and (iiy) does not involve the payment of a consent feefee and (ii) does not involve the consent of any of the holders of the Senior Subordinated Notes), ; (dc) 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 First Lien Debt in violation Borrower's preferred stock (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the Intercreditor Agreement rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a consent fee); or (ed) designate any Debt Indebtedness (other than Obligations obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Qualified the Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing DateSubordinated Note Indenture.