Common use of Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness Clause in Contracts

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to amend or otherwise change (or waive) the terms of any Organizational Document in a manner that, taken as a whole, could reasonably be expected to materially and adversely affect the interests of the Lenders. (b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to: (i) make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance or acquisition for value of (including by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of, any Subordinated Debt, other than (A) pursuant to any customary registered exchange offer therefor after a private placement thereof, (B) any Permitted Refinancings thereof, (C) so long as no Default or Event of Default then exists, any exchange of Equity Interests of the Borrower for any such Indebtedness, and (D) from the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) after giving effect thereto the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at the date of the last ended Test Period; or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereof. (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt or Refinancing Notes in any manner that, taken as a whole, would result in such Indebtedness ceasing to meet the requirements set forth in the definitions of Permitted Other Debt or Refinancing Notes, respectively.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to to, directly or indirectly, amend or otherwise change (or waive) the terms of any Organizational Document in a manner that, taken taken, as a whole, could reasonably be expected to materially and adversely affect the interests of the Lenders. (b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to: , (i) make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance or acquisition for value of (including by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of, any Subordinated Debt, other than (A) pursuant to any customary registered exchange offer therefor after a private placement thereof, (B) any Permitted Refinancings thereof, thereof or (C) so long as no Default or Event of Default then exists, any exchange of Equity Interests of the Borrower for any such Indebtedness, and (D) from the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) after giving effect thereto the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at the date of the last ended Test Period; Indebtedness or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereof. (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt Material Indebtedness (other than Indebtedness under the Loan Documents or Refinancing Notes Revolving Credit Loan Documents) in any manner that, taken as a whole, would result in such Indebtedness ceasing could reasonably be expected to meet materially and adversely affect the requirements set forth in interests of the definitions of Permitted Other Debt or Refinancing Notes, respectivelyLenders.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Borrower will Loan Parties shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to amend or otherwise change or waive (i) any subordination provision (or waiveany definition related to any subordination provision) of any Subordinated Debt Document in any manner or (ii) the terms of any Organizational Organic Document, any Merger Document, any document governing any Indebtedness outstanding as of the Effective Date or any Subordinated Debt Document in a manner that, taken as a whole, could reasonably be expected adverse to materially and adversely affect the interests of the Lenders. (b) The Borrower will Loan Parties shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to: (i) , make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance redemption or acquisition for value of (including including, without limitation, by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of, of any Subordinated Debt, in each case other than (A) pursuant to any customary registered exchange offer therefor after a private placement thereof, (B) any Permitted Refinancings thereof, (C) so long as no Default Refinancing or Event of Default then exists, any exchange of Equity Interests of the Borrower for any such Indebtedness; provided that (i) the Loan Parties may make prepayments, and (Drepurchases or redemptions of any Subordinated Debt with the portion of net proceeds from any equity issuance not required to be applied to prepay Loans in accordance with Section 2.05(c)(i) from of the Available Amount, Senior Credit Agreement so long as no Default as, after giving effect to such prepayments, repurchases or Event of Default then existsredemptions, and provided that, the Senior Leverage Ratio (each term in the case of this clause (Di) after giving effect thereto not otherwise defined herein shall be as defined in the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 Senior Credit Agreement) is less than 3.5:1.0 and 6.13 as at the date of the last ended Test Period; or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation may make prepayments, repurchases, redemptions or conversions for cash of the subordination provisions thereofProvince Notes at any time. (c) The Loan Parties shall not make any amendment, change or modification to the Senior Credit Agreement that would reduce the amount of permitted Indebtedness that Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modifymay incur, or permit otherwise hinder the amendment or modification ofrefinancing of the Loans under this Agreement. In addition, any provision the Loan Parties will reserve an amount of any document governing any Permitted Other Debt or Refinancing Notes in any manner that, taken as a whole, would result in such available Indebtedness ceasing that may be incurred under Section 6.01 of the Senior Credit Agreement that is at least equal to meet the requirements set forth in amount of the definitions of Permitted Other Debt or Refinancing Notes, respectivelyObligations hereunder.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Each of the Parent Guarantor and the Borrower will not, and will not permit any of its Restricted their respective Subsidiaries to to, directly or indirectly, amend or otherwise change (change, cancel, terminate or waive) waive the terms of any Organizational Document of any such Persons, any Acquisition Document, any Boeing Agreement, any Boeing IRB Document, any IRB Agreement, any document governing any Indebtedness outstanding as of the Original Effective Date (other than the Seller Loan Documents (as defined in the Original Credit Agreement)), any document governing Permitted Subordinated Indebtedness (including without limitation any subordination agreements relating thereto) incurred pursuant to Section 6.01(a)(xix), or any document entered into after the Original Effective Date relating to any Permitted Kansas Bond Financing (including without limitation any subordination agreements and pledge agreements relating thereto), in each case in a manner that, taken as a whole, could reasonably be expected materially adverse to materially and adversely affect the interests of the Lenders. (b) The Each of the Parent Guarantor and the Borrower will not, and will not permit any of its Restricted their respective Subsidiaries to: (i) , make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance redemption or acquisition for value of (including including, without limitation, by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of, of any obligation under any Permitted Subordinated Debt, other than (A) Indebtedness incurred pursuant to any customary registered exchange offer therefor after a private placement thereof, (BSection 6.01(a)(xix) or under any Permitted Refinancings thereof, (C) so long as no Default or Event of Default then exists, any exchange of Equity Interests of the Borrower for any such Sponsor Indebtedness, and (D) from the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) after giving effect thereto the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at the date of the last ended Test Period; or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereof. (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt or Refinancing Notes in any manner that, taken as a whole, would result in such Indebtedness ceasing to meet the requirements set forth in the definitions of Permitted Other Debt or Refinancing Notes, respectively[Reserved]. (d) [Reserved].

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. Solely at all times during the SAG Period (aor, solely with respect to clause (c) The Borrower below, at any time), each Loan Party will not, and will not permit any of its Restricted Subsidiaries to to: (a) directly or indirectly, amend or otherwise change (change, cancel, terminate, or waive) waive the terms of any Organizational Document of any such Person (except for amendments to any Organizational Documents to provide for new classes of Equity Interests in such Person), in a manner that, taken as a whole, could reasonably be expected materially adverse to materially and adversely affect the interests of the Lenders.; (b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to: (i) make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment principal repayment or redemption, mandatory or defeasance voluntary prepayment, or acquisition for value value, of (including including, without limitation, by way of depositing depositing, with any trustee with respect thereto thereto, money or securities before such Indebtedness is due due, for the purpose of paying such Indebtedness when due) ), or exchange of principal ofof any obligation under (i) any Indebtedness incurred pursuant to Section 8.02(b)(xiv), (ii) any Subordinated DebtIndebtedness issued pursuant to the 2021 / 2023 / 2028 Notes Indenture or the 2026 Notes Indenture, or (iii) any other unsecured Material Indebtedness or any other Material Indebtedness that is expressly subordinated to the Obligations (in each case of this clause (b)(iii), other than any (x) Swap Obligations, and (y) Specified Customer Loans and Advances), other than, in each case of the foregoing clauses (b)(i) through (b)(iii): (A) pursuant to a Permitted Refinancing thereof with the proceeds of any customary registered exchange offer therefor after a private placement thereof, Indebtedness permitted hereunder; (B) any Permitted Refinancings thereofcustomary mandatory prepayments or mandatory redemptions relating to asset sales, changes of control, or incurrence of third-party Indebtedness required pursuant to the terms of such Indebtedness; and (C) so long as no Default voluntary prepayments or Event voluntary redemptions of Default then exists, any exchange of Equity Interests of the Borrower for any such Indebtedness, and (D) from the Available Amountprovided, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (Db)(C), (I) no Default or Event of Default shall exist at the time thereof, or immediately after giving effect thereto thereto, (II) the Borrower would Senior Secured Leverage Ratio shall be in compliance at least 0.50:1.00 (a “half turn”) less than the Senior Secured Leverage Ratio required for the last ended Test Period, measured on a Pro Forma Basis with the covenants set forth in Sections 6.12 after giving effect thereto, and 6.13 as at the date of the last ended Test Period; or (iiIII) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties and Subsidiaries shall otherwise be in violation of the subordination provisions thereof.compliance with all applicable Financial Covenants in effect at such time, measured on a Pro Forma Basis after giving effect thereto; or (c) The Borrower will notat any time that there are any Loans outstanding, and will not permit make any voluntary prepayment of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt or Refinancing Notes in any manner that, taken Obligations (as a whole, would result in such Indebtedness ceasing to meet the requirements set forth defined in the definitions of Permitted Other Debt Secured Credit Agreement) or Refinancing Notes, respectivelyany other Indebtedness for borrowed money (other than in connection with an Impending Acquisition).

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Each of the Parent Guarantor and the Borrower will not, and will not permit any of its Restricted their respective Subsidiaries to to, directly or indirectly, amend or otherwise change (change, cancel, terminate or waive) waive the terms of any Organizational Document of any such Persons, any Acquisition Document, any Boeing Agreement, any Boeing IRB Document, any IRB Agreement, any document governing any Indebtedness outstanding as of the Original Effective Date (other than the Seller Loan Documents (as defined in the Original Credit Agreement)), any document governing Permitted Subordinated Indebtedness (including without limitation any subordination agreements relating thereto) incurred pursuant to Section 6.01(a)(xix), or any document entered into after the Original Effective Date relating to any Permitted Kansas Bond Financing (including without limitation any subordination agreements and pledge agreements relating thereto), in each case in a manner that, taken as a whole, could reasonably be expected materially adverse to materially and adversely affect the interests of the Lenders. (b) The Each of the Parent Guarantor and the Borrower will not, and will not permit any of its Restricted their respective Subsidiaries to: (i) , make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance redemption or acquisition for value of (including including, without limitation, by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of, of any obligation under any Permitted Subordinated Debt, other than (A) Indebtedness incurred pursuant to any customary registered exchange offer therefor after a private placement thereof, (BSection 6.01(a)(xix) or under any Permitted Refinancings thereof, (C) so long as no Default or Event of Default then exists, any exchange of Equity Interests of the Borrower for any such Sponsor Indebtedness, and (D) from the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) after giving effect thereto the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at the date of the last ended Test Period; or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereof. (c) The Each of the Parent Borrower and the Borrower will not, and will not permit any of its Restricted their respective Subsidiaries to, amend make (or modifygive any notice or offer in respect of) any voluntary or optional payment or redemption or acquisition for value of (including, without limitation, by way of depositing with any trustee with respect thereto money or permit securities before such Indebtedness is due) any of the amendment Term B-1 Loans, the Term B-2 Loans, the Add-On Term Loans or modification of, any provision Indebtedness issued pursuant to a senior note offering (other than pursuant to a full refinancing of any document governing such Indebtedness with the proceeds of any Permitted Other Debt Additional Indebtedness or Refinancing Notes in any manner thatprepayment of the Term B-1 Loans with the proceeds of the Add-On Term Loans) unless immediately after giving effect to any such optional prepayment, taken as a wholeredemption or acquisition for value, would result in such Indebtedness ceasing to meet the requirements set forth Borrower and the Subsidiary Loan Parties have unrestricted cash maintained in the definitions United States (and cash maintained in the United States subject to a control agreement in favor of Permitted Other Debt the Collateral Agent or Refinancing Notes, respectivelythe Administrative Agent for purposes other than cash collateralizing Fronting Exposure) and availability under the Revolving Credit Commitments of at least $350 million. (d) [Reserved].

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Borrower will Loan Parties shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to amend or otherwise change or waive (i) any subordination provision (or waiveany definition related to any subordination provision) of any Subordinated Debt Document in any manner, or (ii) the terms of any Organizational Organic Document, any Merger Document, any document governing any Indebtedness outstanding as of the Effective Date or any Subordinated Debt Document in a manner that, taken as a whole, could reasonably be expected adverse to materially and adversely affect the interests of the Lenders. (b) The Borrower will Loan Parties shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to: (i) , make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance redemp tion or acquisition for value of (including including, without limitation, by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of, of any Subordinated Debt, in each case other than (A) pursuant to any customary registered exchange offer therefor after a private placement thereof, (B) any Permitted Refinancings thereof, (C) so long as no Default Refinancing or Event of Default then exists, any exchange of Equity Interests of the Borrower for any such Indebtedness; provided that (i) the Loan Parties may make prepayments, and (D) from repurchases or redemptions of the Available Amount, LifePoint Notes so long as no Default or Event of Default then existsas, and provided that, in the case of this clause (D) after giving effect thereto to such prepayments, repurchases or redemptions, the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at the date of the last ended Test Period; or Senior Leverage Ratio is less than 3.5:1.0, (ii) the Loan Parties may make prepayments, repurchases or redemptions of the LifePoint Notes to the extent such prepayments, repurchases or redemptions are made with the portion of Excess Cash Flow not required to be applied to prepay Loans in accordance with Section 2.05(c)(v) or the portion of Net Proceeds from any payment on Equity Issuance not required to be applied to prepay Loans in accordance with Section 2.05(c)(i), (iii) the Loan Parties may make prepayments, repurchases or with respect to redemptions of any Subordinated Debt wholly among with the portion of Net Proceeds from any Equity Issuance not required to be applied to prepay Loans in accordance with Section 2.05(c)(i) so long as, after giving effect to such prepayments, repurchases or redemptions, the Senior Leverage Ratio is less than 3.5:1.0 and (iv) the Loan Parties in violation may make prepayments, repurchases, redemptions or conversions for cash of the subordination provisions thereofProvince 2008 Notes at any time. (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt or Refinancing Notes in any manner that, taken as a whole, would result in such Indebtedness ceasing to meet the requirements set forth in the definitions of Permitted Other Debt or Refinancing Notes, respectively.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Borrower will Loan Parties shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to amend or otherwise change or waive (i) any subordination provision (or waiveany definition related to any subordination provision) of any Permitted Subordinated Indebtedness unless, after giving effect thereto, such Indebtedness would constitute Permitted Subordinated Indebtedness, (ii) any subordination provision (or any definition related to any subordination provision), if any, of any Incremental Substitute Indebtedness unless, after giving effect thereto, such Indebtedness would constitute Incremental Substitute Indebtedness that is Permitted Subordinated Indebtedness and such amendment, change or waiver was in compliance with the applicable intercreditor agreement (if any) or (iii) the terms (other than those described in the preceding clauses (i) and (ii)) of any Organizational Subordinated Debt Document governing any Material Indebtedness in a manner that, taken as a whole, could reasonably be expected materially adverse to materially and adversely affect the interests of Lenders under the LendersLoan Documents. (b) The Borrower will Loan Parties shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to: (i) , make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance redemption or acquisition for value of (including including, without limitation, by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of, of any Subordinated Debt, in each case other than (Ai) pursuant to any customary registered exchange offer therefor after a private placement thereof, (B) any Permitted Refinancings thereofRefinancing or any exchange of Equity Interests of Borrower for any such Indebtedness, (Cii) so long as no Default or Event of Default then existsshall have occurred and be continuing, prepayments, redemptions, acquisitions or exchanges the aggregate amount of which does not exceed at any exchange time the Available Amount that is Not Otherwise Applied as of Equity Interests such time or (iii) prepayments, redemptions, acquisitions or exchanges (together with Restricted Payments pursuant to Section 6.07(xi)) in an aggregate principal amount not to exceed $350,000,000 (which amount shall be unlimited if the Total Leverage Ratio is less than 3.50:1.00 as of the Borrower most recent Fiscal Quarter or Fiscal Year, as applicable, for any such Indebtedness, which financial statements and (Dthe related Compliance Certificate required to be delivered pursuant to Section 5.01(a) from or Section 5.01(b) have been received by the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) after giving effect thereto the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at the date of the last ended Test Period; or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereofAdministrative Agent). (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt or Refinancing Notes in any manner that, taken as a whole, would result in such Indebtedness ceasing to meet the requirements set forth in the definitions of Permitted Other Debt or Refinancing Notes, respectively.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The No Borrower will, nor will not, and will not any Borrower permit any of its Restricted Subsidiaries to to, directly or indirectly, amend or otherwise change (or waive) the terms of any Organizational Document in a manner that, taken taken, as a whole, could reasonably be expected to materially and adversely affect the interests of the Lenders. (b) The No Borrower will, nor will not, and will not any Borrower permit any of its Restricted Subsidiaries to: , (i) make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance or acquisition for value of (including by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of, any Subordinated Debt, other than (A) pursuant to any customary registered exchange offer therefor after a private placement thereof, (B) any Permitted Refinancings thereof, thereof or (C) so long as no Default or Event of Default then exists, any exchange of Equity Interests of the U.S. Borrower for any such Indebtedness, and (D) from the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) after giving effect thereto the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at the date of the last ended Test Period; Indebtedness or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereof. (c) The No Borrower will, nor will notany Borrower permit any of its Restricted Subsidiaries to, make (or give any notice or offer in respect of) any voluntary or optional payment or redemption, or voluntary or optional acquisition for value of, any Indebtedness under the Term Loan Documents, other than pursuant to any refinancings thereof to the extent permitted by this Agreement and the Intercreditor Agreement unless (i) immediately after giving effect to such payment, redemption or acquisition for value, the Borrowers and their Restricted Subsidiaries have Excess Availability, on a Pro Forma Basis after giving effect to such payment, redemption or acquisition for value, of at least $75.0 million and (ii) no Default has occurred and is continuing or would result from such payment, redemption or acquisition for value. (d) No Borrower will, nor will not any Borrower permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt Material Indebtedness (other than Indebtedness under the Loan Documents or Refinancing Notes Term Loan Documents) in any manner that, taken as a whole, would result in such Indebtedness ceasing could reasonably be expected to meet materially and adversely affect the requirements set forth in interests of the definitions of Permitted Other Debt or Refinancing Notes, respectivelyLenders.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Borrower Loan Parties will not, and will not permit any of its Restricted Subsidiaries to Subsidiary to, directly or indirectly, amend or otherwise change (or waive) the terms of any Organizational Organic Document, any Transaction Document (other than the Loan Documents), any document governing any Indebtedness outstanding as of the date of this Agreement or any agreement set forth on Schedule 6.08(v), in each case, in a manner that, taken as a whole, could reasonably be expected materially adverse to materially and adversely affect the interests of the Lenders. (b) The Borrower Loan Parties will not, and will not permit any of its Restricted Subsidiaries Subsidiary to: (i) , make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance redemption or acquisition for value of (including including, without limitation, by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal ofof any Indebtedness of the type referred to in Section 6.01(a)(ii), any Subordinated Debt, in each case other than (Ai) pursuant to any customary registered exchange offer therefor Table of Contents after a private placement thereof, (Bii) any Permitted Refinancings thereofRefinancing, (Ciii) the repurchase or redemption from time to time of Indebtedness of the type referred to in Section 6.01(a)(ii) with amounts received by Holdings from a Restricted Payment by the Borrowers permitted by Section 6.07(iii), so long as at the time of such redemption or repurchase (x) no Dividend Suspension Period shall be in effect and (y) no Event of Default, shall have occurred and be continuing, (iv) the redemption of Indebtedness of the type referred to in Section 6.01(a)(ii) from Available Proceeds so long as no Default or Event of Default then exists, any exchange shall have occurred and be continuing and (v) the redemption of Equity Interests up to $70.0 million aggregate principal amount of the Borrower for any such Indebtedness, and Senior Notes in connection with the IPO Transactions (D) from the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) after giving effect thereto the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at the date not less than $130.0 million aggregate principal amount of the last ended Test Period; or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereofSenior Notes remain outstanding following such redemption). (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt or Refinancing Notes in any manner that, taken as a whole, would result in such Indebtedness ceasing to meet the requirements set forth in the definitions of Permitted Other Debt or Refinancing Notes, respectively.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Each of the Parent Guarantor and the U.S. Borrower will not, and will not permit any of its Restricted their respective Subsidiaries to to, directly or indirectly, amend or otherwise change change, cancel, terminate or waive (i) the terms of any Seller Loan Document (including without limitation the Remarketing Agreement and including without limitation voluntarily terminating the Seller Loan Availability Period (other than by borrowing the full amount of the commitments under the Seller Loan Agreement)) or waive(ii) the terms of any Organizational Document of any such Persons, any Acquisition Document, any Boeing Agreement, any Boeing IRB Document, any IRB Agreement, the WLLC Subordination Agreement, any document governing any Indebtedness outstanding as of the Effective Date, any document governing Permitted Subordinated Indebtedness (including without limitation any subordination agreements relating thereto) incurred pursuant to Section 6.01(a)(xix), or the Management Agreement, or any document entered into after the Effective Date relating to any Permitted Kansas Bond Financing (including without limitation any subordination agreements and pledge agreements relating thereto), in each case in a manner that, taken as a whole, could reasonably be expected materially adverse to materially and adversely affect the interests of the Lenders. (b) The Each of the Parent Guarantor and the U.S. Borrower will not, and will not permit any of its Restricted their respective Subsidiaries to: (i) , make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance redemption or acquisition for value 122 of (including including, without limitation, by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of, of any obligation under any Seller Loan Document or any Permitted Subordinated Debt, other than (A) Indebtedness incurred pursuant to any customary registered exchange offer therefor after a private placement thereof, (B) any Permitted Refinancings thereof, (C) so long as no Default or Event of Default then exists, any exchange of Equity Interests of the Borrower for any such Indebtedness, and (D) from the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) after giving effect thereto the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at the date of the last ended Test Period; or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereofSection 6.01(a)(xix). (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt or Refinancing Notes in any manner that, taken as a whole, would result in such Indebtedness ceasing to meet the requirements set forth in the definitions of Permitted Other Debt or Refinancing Notes, respectively.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Borrower Solely at all times during the CSAG Period, each Loan Party will not, and will not permit any of its Restricted Subsidiaries to to: (a) directly or indirectly, amend or otherwise change (change, cancel, terminate, or waive) waive the terms of any Organizational Document of any such Person (except for amendments to any Organizational Documents to provide for new classes of Equity Interests in such Person), in a manner that, taken as a whole, could reasonably be expected materially adverse to materially and adversely affect the interests of the Lenders.; or (b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to: (i) make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment principal repayment or redemption, mandatory or defeasance voluntary prepayment, or acquisition for value value, of (including including, without limitation, by way of depositing depositing, with any trustee with respect thereto thereto, money or securities before such Indebtedness is due due, for the purpose of paying such Indebtedness when due) ), or exchange of principal ofof any obligation under (i) any Indebtedness incurred pursuant to Section 8.02(b)(xiv), (ii) any Subordinated DebtIndebtedness issued pursuant to the 2021 / 2023 / 2028 Notes Indenture or the 2026 Notes Indenture, or (iii) any other unsecured Material Indebtedness or any other Material Indebtedness that is expressly subordinated to the Obligations (in each case of this clause (b)(iii), other than any (I) Swap Obligations, and (II) Specified Customer Loans and Advances), other than, in each case of the foregoing clauses (b)(i) through (b)(iii): (A) pursuant to a Permitted Refinancing thereof with the proceeds of any customary registered exchange offer therefor after a private placement thereof, Indebtedness permitted hereunder; (B) any Permitted Refinancings thereofcustomary mandatory prepayments or mandatory redemptions relating to asset sales, changes of control, fundamental changes, or incurrence of third-party Indebtedness required pursuant to the terms of such Indebtedness; and (C) so long as voluntary prepayments or voluntary redemptions of such Indebtedness, provided, that, in theeach case of this clause (b)(C), (I) no Default or Event of Default then existsshall exist at the time thereof, any exchange of Equity Interests of the Borrower for any such Indebtedness, and (D) from the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) immediately after giving effect thereto thereto, (II) the Borrower would Senior SecuredFirst Lien Leverage Ratio shall be in compliance at least 0.50:1.00 (a “half turn”) less than the Senior SecuredFirst Lien Leverage Ratio required for the last ended Test Period, measured on a Pro Forma Basis after giving effect thereto, to the extent applicable, and (III) the Loan Parties and Subsidiaries shall otherwise be in compliance with all applicable Financial Covenants in effect at such time, measured on a Pro Forma Basis after giving effect thereto; and (D) upon conversion or exchange of any Permitted Convertible / Exchangeable Indebtedness. For the covenants set forth avoidance of doubt, notwithstanding anything to the contrary in Sections 6.12 and 6.13 as at this Agreement or in any other Loan Document, the date of the last ended Test Period; Loan Parties will be permitted to make principal repayment, mandatory redemptions, and/or mandatory or (ii) make any payment on voluntary prepayments, in whole or in part, with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereofIndebtedness incurred pursuant to Section 8.02(b)(xv) above. (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt or Refinancing Notes in any manner that, taken as a whole, would result in such Indebtedness ceasing to meet the requirements set forth in the definitions of Permitted Other Debt or Refinancing Notes, respectively.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Each of the Parent Guarantor and the Borrower will not, and will not permit any of its Restricted their respective Subsidiaries to to, directly or indirectly, amend or otherwise change (change, cancel, terminate or waive) waive the terms of any Organizational Document of any such Persons, any provision of the Boeing Agreement or the Airbus Agreement regarding the repayment of advances or progress payments, any Boeing IRB Document, any IRB Agreement, any document governing any Indebtedness outstanding as of the Closing Date (other than the Seller Loan Documents), any document governing Permitted Subordinated Indebtedness (including without limitation any subordination agreements relating thereto) incurred pursuant to Section 8.01(a)(xvii), or any document entered into after the Closing Date relating to any Permitted Kansas Bond Financing (including without limitation any subordination agreements and pledge agreements relating thereto), in each case in a manner that, taken as a whole, could reasonably be expected materially adverse to materially and adversely affect the interests of the Lenders. (b) The Each of the Parent Guarantor and the Borrower will not, and will not permit any of its Restricted their respective Subsidiaries to: (i) , make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance redemption or acquisition for value of (including including, without limitation, by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of, of any obligation under any Permitted Subordinated Debt, other than (A) Indebtedness incurred pursuant to any customary registered exchange offer therefor after a private placement thereof, (BSection 8.01(a)(xvii) or under any Permitted Refinancings thereof, (C) so long as no Default or Event of Default then exists, any exchange of Equity Interests of the Borrower for any such Sponsor Indebtedness, and (D) from the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) after giving effect thereto the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at the date of the last ended Test Period; or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereof. (c) The Each of the Parent Borrower and the Borrower will not, and will not permit any of its Restricted their respective Subsidiaries to, amend make (or modifygive any notice or offer in respect of) any voluntary or optional payment or redemption or acquisition for value of (including, without limitation, by way of depositing with any trustee with respect thereto money or permit securities before such Indebtedness is due) any of the amendment Term B Loans, the Add-On Term Loans or modification of, any provision Indebtedness issued pursuant to a senior note offering (other than pursuant to a full refinancing of any document governing such Indebtedness with the proceeds of any Permitted Other Debt Additional Indebtedness or Refinancing Notes in any manner thatprepayment of the Term B Loans with the proceeds of the Add-On Term Loans) unless immediately after giving effect to any such optional prepayment, taken as a wholeredemption or acquisition for value, would result in such Indebtedness ceasing to meet the requirements set forth Borrower and the Subsidiary Loan Parties have unrestricted cash maintained in the definitions United States and availability under the Revolving Commitments of Permitted Other Debt or Refinancing Notes, respectivelyat least $350,000,000.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to amend or otherwise change (or waive) the terms of any Organizational Document in a manner that, taken as a whole, could reasonably be expected to materially and adversely affect the interests of the Lenders. (b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to: (i) make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance or acquisition for value of (including by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of, any Subordinated Debt, other than (A) pursuant to any customary registered exchange offer therefor after a private placement thereof, (B) any Permitted Refinancings thereof, (C) so long as no Default or Event of Default then exists, any exchange of Equity Interests of the Borrower for any such Indebtedness, and (D) from the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) after giving effect thereto the Borrower would be in compliance on a Pro Forma Basis with the covenants covenantscovenant set forth in Sections SectionsSection 6.12 and 6.13 as at the date of the last ended Test Period; or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereof. (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt or Refinancing Notes in any manner that, taken as a whole, would result in such Indebtedness ceasing to meet the requirements set forth in the definitions of Permitted Other Debt or Refinancing Notes, respectively.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Borrower Solely at all times during the CSAG Period, each Loan Party will not, and will not permit any of its Restricted Subsidiaries to to: (a) directly or indirectly, amend or otherwise change (change, cancel, terminate, or waive) waive the terms of any Organizational Document of any such Person (except for amendments to any Organizational Documents to provide for new classes of Equity Interests in such Person), in a manner that, taken as a whole, could reasonably be expected materially adverse to materially and adversely affect the interests of the Lenders.; or (b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to: (i) make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment principal repayment or redemption, mandatory or defeasance voluntary prepayment, or acquisition for value value, of (including including, without limitation, by way of depositing depositing, with any trustee with respect thereto thereto, money or securities before such Indebtedness is due due, for the purpose of paying such Indebtedness when due) ), or exchange of principal ofof any obligation under (i) any Indebtedness incurred pursuant to Section 8.02(b)(xiv), (ii) any Subordinated DebtIndebtedness issued pursuant to the 2021 / 2023 / 2028 Notes Indenture or the 2026 Notes Indenture, or (iii) any other unsecured Material Indebtedness or any other Material Indebtedness that is expressly subordinated to the Obligations (in each case of this clause (b)(iii), other than any (I) Swap Obligations, and (II) Specified Customer Loans and Advances), other than, in each case of the foregoing clauses (b)(i) through (b)(iii): (A) pursuant to a Permitted Refinancing thereof with the proceeds of any customary registered exchange offer therefor after a private placement thereof, Indebtedness permitted hereunder; (B) any Permitted Refinancings thereofcustomary mandatory prepayments or mandatory redemptions relating to asset sales, changes of control, fundamental changes, or incurrence of third-party Indebtedness required pursuant to the terms of such Indebtedness; (C) so long as voluntary prepayments or voluntary redemptions of such Indebtedness, provided, that, in each case of this clause (b)(C), (I) no Default or Event of Default then existsshall exist at the time thereof, any exchange of Equity Interests of the Borrower for any such Indebtedness, and (D) from the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) immediately after giving effect thereto thereto, (II) the Borrower would First Lien Leverage Ratio shall be in compliance at least 0.50:1.00 (a “half turn”) less than the First Lien Leverage Ratio required for the last ended Test Period, measured on a Pro Forma Basis after giving effect thereto, to the extent applicable, and (III) the Loan Parties and Subsidiaries shall otherwise be in compliance with all applicable Financial Covenants in effect at such time, measured on a Pro Forma Basis after giving effect thereto; and (D) upon conversion or exchange of any Permitted Convertible / Exchangeable Indebtedness.; provided, that, notwithstanding the covenants set forth foregoing in Sections 6.12 and 6.13 as at this clause (b), the date Loan Parties may repay, repurchase or redeem the principal amount of the last ended Test Period; 2021 Notes (A) on the maturity date therefor, or (iiB) so long as each of the Term A Loan and the Delayed Draw Term Loan has been repaid in full, at any time prior to the maturity date therefor. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, the Loan Parties will be permitted to make any payment on principal repayment, mandatory redemptions, and/or mandatory or voluntary prepayments, in whole or in part, with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereofIndebtedness incurred pursuant to Section 8.02(b)(xv) above. (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt or Refinancing Notes in any manner that, taken as a whole, would result in such Indebtedness ceasing to meet the requirements set forth in the definitions of Permitted Other Debt or Refinancing Notes, respectively.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Borrower Loan Parties will not, and will not permit any of its Restricted Subsidiaries to Subsidiary to, directly or indirectly, amend or otherwise change (or waive) (i) any subordination provision (or any definition related to any subordination provision) of any Subordinated Debt Document or (ii) the terms of any Organizational Organic Document, any Recapitalization Document, any New Preferred Stock Documents, any document governing any Indebtedness outstanding as of the date hereof, any Subordinated Debt Document or the Management Fee Letter, in each case, in a manner that, taken as a whole, could reasonably be expected materially adverse to materially and adversely affect the interests Lenders or which would increase the amounts payable by the Loan Parties thereunder or shorten the timing of the Lenderssuch amounts payable. (b) The Borrower Loan Parties will not, and will not permit any of its Restricted Subsidiaries Subsidiary to: (i) , make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance redemption or acquisition for value of (including including, without limitation, by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of, of any Subordinated DebtDebt or any Indebtedness of the type referred to in Section 6.01(a)(iii), in each case other than (A) pursuant to any customary registered exchange offer therefor after a private placement thereof, (B) any Permitted Refinancings thereof, (C) so long as no Default Refinancing or Event of Default then exists, any exchange of Equity Interests of the Borrower Parent Guarantor for any such Indebtedness, and (D) from the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) after giving effect thereto the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at the date of the last ended Test Period; or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereof. (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt or Refinancing Notes in any manner that, taken as a whole, would result in such Indebtedness ceasing to meet the requirements set forth in the definitions of Permitted Other Debt or Refinancing Notes, respectively.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Borrower Loan Parties will not, and will not permit any of its Restricted their Subsidiaries to amend to, directly or otherwise change (or waive) the terms of any Organizational Document in a manner that, taken as a whole, could reasonably be expected to materially and adversely affect the interests of the Lenders.indirectly: (b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to: (ia) make (or give any notice or offer in respect ofthereof) any voluntary or optional payment or mandatory prepayment on or redemption, or defeasance redemption or acquisition for value of, or any prepayment or redemption as a result of (including by way any asset sale, change of depositing with any trustee with respect thereto money control or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal similar event of, any Subordinated Debt, other than (A) pursuant to any customary registered exchange offer therefor after a private placement thereof, (B) any Permitted Refinancings thereof, (C) so long as no Default or Event of Default then existsIndebtedness outstanding under the Parent Notes, any exchange other Indebtedness of Equity Interests Parent or any other Subordinated Indebtedness (excluding, for purposes of this Section 6.09(a), the Borrower for any such Indebtedness, and (DSenior Subordinated Notes)) from the Available Amount, so long as no Default or Event of Default then exists, and ; provided that, in (i) within three months of the case consummation of this clause any Equity Issuance, all or any portion of Net Proceeds of such Equity Issuance may be used to purchase, prepay, redeem or repurchase the Parent Notes to the extent that (Dx) after giving effect thereto no Default shall exist at the Borrower time of any such purchase, prepayment, redemption or repurchase or would be in compliance result therefrom and (y) the Total Leverage Ratio calculated on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at of the date of the last ended Test Periodsuch purchase, prepayment, redemption or repurchase shall be less than 4.25 to 1.0 (after giving effect to such payment, prepayment, redemption or repurchase); or (ii) make Excess Cash Flow Not Otherwise Applied in any payment Fiscal Year may be used to purchase, prepay, redeem or repurchase the Parent Notes so long as (x) no Default shall exist at the time of any such purchase, prepayment, redemption or repurchase or would result therefrom and (y) the Total Leverage Ratio calculated on or with respect to any Subordinated Debt wholly among the Loan Parties in violation a Pro Forma Basis as of the subordination provisions thereof.date of such purchase, prepayment, redemption or repurchase shall be less than 4.25 to 1.0 (after giving effect to such payment, prepayment, redemption or repurchase); (cb) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt or Refinancing Notes Transaction Document in any manner thatthat is adverse in any material respect to the interests of the Lenders; (c) terminate, taken amend, modify (including electing to treat any Pledged Interests (as defined in the Security Agreement) as a whole“security” under Section 8-103 of the UCC) or change any of its Organic Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), would result or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Parent may issue Equity Interests, so long as such Indebtedness ceasing issuance is not prohibited by Section 6.12 or any other provision of this Agreement, and may amend its Organic Documents to meet authorize any such Equity Interests; or (d) cause or permit any other obligation (other than the requirements set forth Obligations and the Guarantors’ Guarantee of the Obligations) to constitute Designated Senior Debt (as defined in the definitions of Permitted Other Debt or Refinancing Notes, respectivelySenior Subordinated Note Documents).

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Borrower Loan Parties will not, and will not permit any of its Restricted Subsidiaries to Subsidiary to, directly or indirectly, amend or otherwise change (or waive) the terms of any Organizational Document Organic Document, any Merger Document, any document governing any Indebtedness outstanding as of the date of this Agreement or any agreement set forth on Schedule 6.08(v), in each case, in a manner that, taken as a whole, could reasonably be expected materially adverse to materially and adversely affect the interests of the Lenders. (b) The Borrower Loan Parties will not, and will not permit any of its Restricted Subsidiaries Subsidiary to: (i) , make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance redemption or acquisition for value of (including including, without limitation, by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal ofof any Indebtedness of the type referred to in Section 6.01(a)(ii) and Section 6.01(a)(xviii), any Subordinated Debt, in each case other than (Ai) pursuant to any customary registered exchange offer therefor after a private placement thereof, (Bii) any Permitted Refinancings thereofRefinancing, (Ciii) the repurchase or redemption from time to time of Indebtedness of the type referred to in Section 6.01(a)(ii) or Section 6.01(a)(xviii) with amounts received by Holdings from a Restricted Payment by the Borrowers permitted by Section 6.07(iii), so long as at the time of such redemption or repurchase (x) no Dividend Suspension Period shall be in effect and (y) no Event of Default, shall have occurred and be continuing, (iv) the redemption of Indebtedness of the type referred to in Section 6.01(a)(ii) from (A) Available Proceeds and/or (B) the proceeds of the Delayed Draw Term Loan, in each case so long as no Default or Event of Default then exists, any exchange shall have occurred and be continuing and (v) the redemption of Equity Interests Indebtedness of the Borrower for any such Indebtedness, and (Dtype referred to in Section 6.01(a)(xviii) from the Available Amount, Proceeds so long as no Default or Event of Default then exists, shall have occurred and provided that, in the case of this clause (D) after giving effect thereto the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at the date of the last ended Test Period; or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereofcontinuing. (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt or Refinancing Notes in any manner that, taken as a whole, would result in such Indebtedness ceasing to meet the requirements set forth in the definitions of Permitted Other Debt or Refinancing Notes, respectively.

Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to to, directly or indirectly, amend or otherwise change (or waive) the terms of any Organizational Document in a manner that, taken taken, as a whole, could reasonably be expected to materially and adversely affect the interests of the Lenders. (b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to: , (i) make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption, or defeasance or acquisition for value of (including by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of, any Subordinated Debt, other than (A) pursuant to any customary registered exchange offer therefor after a private placement thereof, (B) any Permitted Refinancings thereof, thereof or (C) so long as no Default or Event of Default then exists, any exchange of Equity Interests of the Borrower for any such Indebtedness, and (D) from the Available Amount, so long as no Default or Event of Default then exists, and provided that, in the case of this clause (D) after giving effect thereto the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 as at the date of the last ended Test Period; Indebtedness or (ii) make any payment on or with respect to any Subordinated Debt wholly among the Loan Parties in violation of the subordination provisions thereof. (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify, or permit the amendment or modification of, any provision of any document governing any Permitted Other Debt Material Indebtedness (other than Indebtedness under the Loan Documents or Refinancing Notes the Exchange Notes) in any manner that, taken as a whole, would result in such Indebtedness ceasing could reasonably be expected to meet materially and adversely affect the requirements set forth in interests of the definitions of Permitted Other Debt or Refinancing Notes, respectivelyLenders.