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

Optional Payments and Modifications of Certain Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Indebtedness the payment of principal and interest of which and other obligations of the Borrower or any of its Subsidiaries in respect of which are subordinated to the prior payment in full of the obligations hereunder (other than the Senior Subordinated Notes, which may be refinanced with the proceeds of a Permitted Refinancing or an equity issuance of Holdings pursuant to the terms hereof), (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 described in clause (a) (including the Senior Subordinated 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 or (ii) could not reasonably be expected to increase the obligations of the obligor or confer additional rights on the holder of such subordinated Indebtedness, in each case, in a manner reasonably expected to be materially adverse to the interests of the Lenders; or (c) designate any Indebtedness (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 the indenture governing the Senior Subordinated Notes or any Permitted Refinancing thereof.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of of, or otherwise voluntarily or optionally defease principal, interest or voluntarily defease other amounts in respect of any Permitted Subordinated Indebtedness or segregate funds with respect to any Indebtedness the payment of principal and interest of which and other obligations of Junior Debt; provided that Holdings, the Borrower or any Restricted Subsidiary may (i) so long as no Default or Event of its Subsidiaries in respect of which are subordinated Default has occurred and is continuing, prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) or Junior Debt (or any Permitted Refinancing thereof) with amounts constituting the Available Amount and (ii) refinance, replace or extend any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) or Junior Debt to the prior payment in full of the obligations hereunder (other than the Senior Subordinated Notes, which may be refinanced with the proceeds of a Permitted Refinancing or an equity issuance of Holdings pursuant to the terms hereof), extent permitted by Section 7.2. (b) amendAmend, 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 Indebtedness described in clause (a) (including the Senior Junior Debt or Permitted Subordinated 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 or (ii) could not reasonably be expected to increase the obligations of the obligor or confer additional rights on the holder of such subordinated Indebtedness, in each case, in a any manner reasonably expected to be that is materially adverse to the interests Lenders without the prior consent of the Lenders; or Administrative Agent (c) designate any Indebtedness (other than obligations with the approval of the Loan Parties pursuant Required Lenders); provided that nothing in this Section 7.8(b) shall prohibit the refinancing, replacement, extension or other similar modification of Permitted Subordinated Indebtedness to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of the indenture governing the Senior Subordinated Notes or any Permitted Refinancing thereofextent otherwise permitted by Section 7.2.

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 Indebtedness the payment of principal and interest of which and other obligations of the Borrower Permitted Subordinated Debt or any of its Subsidiaries Permitted Refinancing Indebtedness incurred in respect of which are subordinated any of the foregoing; provided that the Borrower may pay, prepay, repurchase or redeem any of the foregoing Indebtedness on any Threshold Transaction Date; provided, further, that the Borrower may pay, prepay, repurchase or redeem any of the foregoing Indebtedness, pursuant to a refinancing thereof with Permitted Refinancing Indebtedness (to the prior payment in full of the obligations hereunder (other than the Senior Subordinated Notes, which may be refinanced with the proceeds of a Permitted Refinancing or an equity issuance of Holdings pursuant to the terms hereofextent permitted by Section 6.1), ; (b) amend, modify, waive or otherwise change, or consent or agree to any material amendment, modification, waiver or other change to, any of the terms of any Indebtedness described in clause (a) (including the Senior Subordinated Notes) (other than any such amendment, modification, waiver or other change that (i) would extend the maturity above 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) could not reasonably be expected to increase the obligations of the obligor or confer additional rights on the holder of such subordinated Indebtedness, in each case, in a manner reasonably expected to be preferred stock that is materially adverse to the interests of the Lenders; or (c) designate any Indebtedness (other than obligations of the Loan Parties Group Members pursuant to the Loan Documents and the Term Facility Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Indebtedness described in clause (i) above that is subordinated to the indenture governing the Senior Subordinated Notes or any Permitted Refinancing thereofObligations.

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 Indebtedness the payment of principal and interest of which and other obligations of the Borrower Permitted Subordinated Debt or any of its Subsidiaries Permitted Refinancing Indebtedness incurred in respect of which are subordinated any of the foregoing; provided that the Borrower may pay, prepay, repurchase or redeem any of the foregoing Indebtedness, (I) pursuant to a refinancing thereof with Permitted Refinancing Indebtedness (to the prior payment in full extent permitted by Section 6.1), or (II) if the Consolidated Senior Secured Debt Ratio as of the obligations hereunder last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1 (other after giving pro forma effect to such Indebtedness) is equal to or less than the Required Consolidated Senior Subordinated Notes, which may be refinanced with the proceeds of a Permitted Refinancing or an equity issuance of Holdings pursuant to the terms hereof), Secured Debt Ratio; (b) amend, modify, waive or otherwise change, or consent or agree to any material amendment, modification, waiver or other change to, any of the terms of any Indebtedness described in clause (a) (including the Senior Subordinated Notes) (other than any such amendment, modification, waiver or other change that (i) would extend the maturity above 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) could not reasonably be expected to increase the obligations of the obligor or confer additional rights on the holder of such subordinated Indebtedness, in each case, in a manner reasonably expected to be preferred stock that is materially adverse to the interests of the Lenders; or (c) designate any Indebtedness (other than obligations of the Loan Parties Group Members pursuant to the Loan Documents and the Revolving Facility Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Indebtedness described in clause (i) above that is subordinated to the indenture governing the Senior Subordinated Notes or any Permitted Refinancing thereof.Obligations;

Optional Payments and Modifications of Certain Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Material Indebtedness the payment of principal and interest of which and other obligations of the Borrower or any of its Subsidiaries in respect of which are subordinated to the prior payment in full of the obligations hereunder (other than from the Senior Subordinated NotesNet Cash Proceeds of Indebtedness permitted by Section 7.2(f) or (g)); (b) make any payment, which may be refinanced prepayment, repurchase or redemption of or otherwise defease or segregate funds with the proceeds respect to Material Indebtedness consisting of a Permitted Refinancing or an equity issuance of Holdings long-term Indebtedness issued pursuant to Section 7.2(f) (other than from the terms hereofNet Cash Proceeds of Indebtedness issued pursuant to Section 7.2(f)) unless, after giving effect thereto, the Consolidated Leverage Ratio, determined on a Pro Forma Basis as of the last day of the Relevant Reference Period, shall be less than or equal to 2.75:1.00; (bc) 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 Material Indebtedness described in clause (a) (including the Senior Subordinated 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 or (ii) could not reasonably be expected to increase the obligations of the obligor or confer additional rights on the holder of such subordinated Indebtedness, in each case, in a manner reasonably expected to be that is materially adverse to the interests Lenders; (d) amend, modify, waive or otherwise change any of the terms of any preferred stock issued by a Group Member to a Person other than a Group Member in a manner that is materially adverse to the Lenders; or (ce) designate any subordinated Indebtedness (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 the indenture governing the Senior Subordinated Notes or any Permitted Refinancing thereof).

Optional Payments and Modifications of Certain Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Material Indebtedness the payment of principal and interest of which and other obligations of the Borrower or any of its Subsidiaries in respect of which are subordinated to the prior payment in full of the obligations hereunder (other than from the Senior Subordinated NotesNet Cash Proceeds of Indebtedness permitted by Section 7.2(f) or (g)); (b) make any payment, which may be refinanced prepayment, repurchase or redemption of or otherwise defease or segregate funds with the proceeds respect to Material Indebtedness consisting of a Permitted Refinancing or an equity issuance of Holdings long-term Indebtedness issued pursuant to Section 7.2(f) (other than from the terms hereofNet Cash Proceeds of Indebtedness issued pursuant to Section 7.2(f)) unless, after giving effect thereto, the Consolidated Leverage Ratio, determined on a Pro Forma Basis as of the last day of the Relevant Reference Period, shall be less than or equal to 2.0:1.0; (bc) 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 Material Indebtedness described in clause (a) (including the Senior Subordinated 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 or (ii) could not reasonably be expected to increase the obligations of the obligor or confer additional rights on the holder of such subordinated Indebtedness, in each case, in a manner reasonably expected to be that is materially adverse to the interests Lenders; (d) amend, modify, waive or otherwise change any of the terms of any preferred stock issued by a Group Member to a Person other than a Group Member in a manner that is materially adverse to the Lenders; or (ce) designate any subordinated Indebtedness (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 the indenture governing the Senior Subordinated Notes or any Permitted Refinancing thereof).

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 Indebtedness the payment of principal and interest of which and other obligations of the Borrower or any of its Subsidiaries in respect of which are subordinated to the prior payment in full of the obligations hereunder Senior Second Lien Notes (other than any 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 Subordinated Notes, which may be refinanced with the proceeds of a Permitted Refinancing or an equity issuance of Holdings pursuant to the terms hereofSecond 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 Indebtedness described in clause (a) (including the Escrow and Security Agreement, the Senior Subordinated Notes) 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 or and (ii) could does not reasonably be expected to increase involve the obligations payment of the obligor or confer additional rights on the holder of such subordinated Indebtedness, in each case, in a manner reasonably expected to be materially adverse to the interests of the Lendersconsent fee); or (c) designate (or permit any other Person to designate) any Indebtedness (other than obligations of the Loan Parties a Group Member pursuant to the Loan Documents) as “Designated "First Lien Obligations" or "Additional Permitted Senior Indebtedness” Debt Obligations" (or any other defined term having a similar purpose) for the purposes of the indenture governing Intercreditor Agreement or the Senior Subordinated Notes or any Permitted Refinancing thereofSecond Lien Note Indenture.