Common use of Changes Relating to Indebtedness Clause in Contracts

Changes Relating to Indebtedness. Borrower will not and will not permit any of its Subsidiaries directly or indirectly to change or amend the terms of any Subordinated Indebtedness, the Additional Senior Term Loan, the Senior Term Loan, Seller Notes or Additional Seller Notes if the effect of such amendment is to: (a) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness; (b) shorten the dates upon which payments of principal or interest are due on such Indebtedness; (c) change in any manner adverse to the Borrower, or add, any event of default or any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (g) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrower, any of its Subsidiaries or Xxxxxx.

Changes Relating to Indebtedness. Holdings and Borrower will shall not and will shall not cause or permit any of its Borrower’s Subsidiaries to directly or indirectly to change or amend the terms of any Subordinated Indebtednessof its Indebtedness permitted by Section 3.1(c), the Additional Senior Term Loan, the Senior Term Loan, Seller Notes (i) or Additional Seller Notes (j): (a) having an outstanding principal balance in excess of $5,000,000 if the effect of such amendment is to: (ai) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness by more than 1.00% over the amount set forth in the original documentation governing such Indebtedness; (bii) shorten accelerate the dates upon which payments of principal or interest are due on or increase the principal amount of or change the redemption or prepayment provisions of such Indebtedness or, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any such Indebtedness, other than Indebtedness secured by a Permitted Encumbrance if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 3.7(b); (ciii) change in any manner adverse to the Borrower, add or add, make more restrictive any event of default or any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (giv) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrower, Holdings or any of its Subsidiaries or XxxxxxLenders; or (b) which is Subordinated Debt if the effect of such amendment is to: (i) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); or (ii) increase the portion of interest payable in cash with respect to any Indebtedness for which interest is payable by the issuance of payment-in-kind notes or is permitted to accrue.

Changes Relating to Indebtedness. Borrower will not and will not permit any of its Subsidiaries directly or indirectly to change or amend the terms of any Subordinated Indebtednessof (i) its Indebtedness permitted by subsections 3.1(C), the Additional Senior Term Loan, the Senior Term Loan, Seller Notes or Additional Seller Notes (D) and (E) if the effect of such change or amendment is to: (a) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness; (b) shorten change the dates upon which payments of principal or interest are due on such Indebtedness; (c) change in any manner adverse to the Borrower, or add, any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination (including Lien subordination) provisions thereof (or the subordination terms of any guaranty thereof), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (gf) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrower, any of its Subsidiaries or XxxxxxLenders or (ii) all other of its Indebtedness, if such change or amendment materially adversely affects the rights or remedies of the Lenders.

Changes Relating to Indebtedness. Borrower will shall not and will shall not cause or permit any of its Subsidiaries to directly or indirectly to change or amend the terms of any Subordinated Indebtednessof its Indebtedness permitted by Sections 5.1(b), the Additional Senior Term Loan, the Senior Term Loan, Seller Notes or Additional Seller Notes 5.1(c) and 5.1(d) if the effect of such amendment is to: (a) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness; (b) shorten change the dates upon which payments of principal or interest are due on or principal amount of such Indebtedness; (c) change in any manner adverse to the Borrower, or add, any event of default in a manner adverse to Borrower, Investment Manager or Lender or add or make more restrictive any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (g) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to BorrowerBorrower or Lender; or (g) increase the portion of interest payable in cash with respect to any Indebtedness for which interest is payable by the issuance of payment-in-kind notes or is permitted to accrue; provided, any that Borrower may amend the terms of its Subsidiaries or Xxxxxxthe Senior Line of Credit to the extent not prohibited in the Senior Lender Subordination Agreement.

Changes Relating to Indebtedness. Borrower will The Credit Parties shall not and will shall not cause or permit any of its their Subsidiaries to directly or indirectly to change or amend the terms of any Subordinated Indebtednessof its Indebtedness permitted by Section 3.1(b), the Additional Senior Term Loan(c), the Senior Term Loan(d), Seller Notes (j) or Additional Seller Notes (k) if the effect of such amendment is to: (a) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness; Indebtedness (b) shorten change the dates upon which payments of principal or interest are due on or principal amount of such Indebtedness; (c) change in any manner adverse to the Borrower, or add, any event of default or add or make more restrictive any covenant with respect to such Indebtedness; Indebtedness (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (g) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrower, any Credit Party or Lenders; or (g) increase the portion of its Subsidiaries interest payable in cash with respect to any Indebtedness for which interest is payable by the issuance of payment-in kind notes or Xxxxxxis permitted to accrue. This Section 3.10 shall not limit or prohibit any prepayment of Indebtedness permitted under Section 3.19. The Credit Parties shall not designate any Indebtedness other than the Obligations hereunder as Designated Senior Debt under (and as defined in) the Subordinated Notes Indenture.

Changes Relating to Indebtedness. Borrower will The Credit Parties shall not and will shall not cause or permit any of its their Subsidiaries to directly or indirectly to change or amend the terms of any Subordinated Indebtedness, the Additional Senior Term Loan, the Senior Term Loan, Seller Notes or Additional Seller Notes of its Indebtedness permitted by Section 3.1 (c) and (e) if the effect of such amendment is to: (a) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness; (b) shorten make earlier the dates upon which payments of principal or interest are due on or principal amount of such Indebtedness; (c) change in add or make more restrictive any manner adverse to the Borrower, covenant or add, any event of default or any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such IndebtednessIndebtedness in a manner adverse to any Credit Party, any Subsidiary of any Credit Party, Agent, or any Lender; (e) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (g) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to any Credit Party or Lenders; (g) increase the portion of interest payable in cash with respect to any Indebtedness for which interest is payable by the issuance of payment-in-kind notes or is permitted to accrue; (h) otherwise adversely affect Borrower or any other Credit Party; or (i) otherwise adversely affect Agent or Lenders or Borrower, any of its Subsidiaries or Xxxxxx's ability to repay the Obligations.

Changes Relating to Indebtedness. Holdings and Borrower will shall not and will shall not cause or permit any of its Borrower's Subsidiaries to directly or indirectly to change or amend the terms of any Subordinated Indebtednessof its Indebtedness permitted by Section 3.1(c), the Additional Senior Term Loan, the Senior Term Loan, Seller Notes (i) or Additional Seller Notes (j): (a) having an outstanding principal balance in excess of $5,000,000 if the effect of such amendment is to: (ai) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness by more than 1.00% over the amount set forth in the original documentation governing such Indebtedness; (bii) shorten change the dates upon which payments of principal or interest are due on or principal amount of or the redemption or prepayment provisions of such Indebtedness or, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any such Indebtedness, other than Indebtedness secured by a Permitted Encumbrance if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 3.7(b); (ciii) change in any manner adverse to the Borrower, add or add, make more restrictive any event of default or any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (giv) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrower, Holdings or any of its Subsidiaries or XxxxxxLenders; or (b) which is Subordinated Debt if the effect of such amendment is to: (i) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); or (ii) increase the portion of interest payable in cash with respect to any Indebtedness for which interest is payable by the issuance of payment-in-kind notes or is permitted to accrue.

Changes Relating to Indebtedness. Borrower will (a) The Credit Parties shall not and will shall not cause or permit any of its their Subsidiaries to directly or indirectly to change or amend the terms of any Subordinated Indebtednessof its Indebtedness permitted by Section 3.1(c), the Additional Senior Term Loan(d), the Senior Term Loan, Seller Notes (g) or Additional Seller Notes (j) if the effect of such amendment is to: : (ai) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness; ; (bii) shorten change the dates upon which payments of principal or interest are due on in a manner which has the effect of accelerating the date of payment or increase the principal amount of such Indebtedness; ; (ciii) change in any manner adverse to the Borrower, or add, any event of default in a manner materially adverse to any Credit Party or the Lenders or add or make more restrictive any covenant with respect to such Indebtedness; ; (div) change the redemption or prepayment provisions of such Indebtedness; ; (e) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (gv) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrower, any Credit Party or the Lenders; or (vi) increase the portion of its interest payable in cash with respect to any Indebtedness for which interest is payable by the issuance of payment-in-kind notes or is permitted to accrue. (b) The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or Xxxxxxindirectly change or amend the intercreditor arrangements governing any Second Lien Financing in a manner adverse to any Credit Party or the Lenders. (c) The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly change or amend the subordination provisions of any Subordinated Indebtedness (or any guaranty thereof) in a manner adverse to any Credit Party or the Lenders.

Changes Relating to Indebtedness. Borrower will shall not and will shall not cause or permit any of its Subsidiaries to directly or indirectly to change or amend the terms of any Subordinated Indebtedness, the Additional Senior Term Loan, the Senior Term Loan, Seller Notes or Additional Seller Notes of its Indebtedness permitted by Section 3.1 if the effect of such amendment is to: (a) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such IndebtednessIndebtedness or the principal amount thereof; (b) shorten accelerate the dates upon which payments of principal or interest are due on or increase the principal amount of such Indebtedness; (c) change in any manner adverse to the Borrower, or add, make more restrictive any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (g) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to BorrowerBorrower or Lender; or (g) increase the portion of interest payable in cash with respect to any Indebtedness for which interest is payable by the issuance of payment-in-kind notes or is permitted to accrue. Notwithstanding the foregoing, Borrower may convert any of Indebtedness into equity (and make any required call notices in connection therewith), subject to any anti-dilution restrictions or other restrictions in any equity or warrant documents between Borrower and Lender (or its Subsidiaries or Xxxxxxaffiliates).

Changes Relating to Indebtedness. Borrower will not and will not permit any of its Restricted Subsidiaries directly or indirectly to change or amend the terms of any Subordinated Indebtedness, of (1) its Indebtedness permitted by subsections 3.1(C) (excluding the Additional Senior Term Loan, the Senior Term Loan, Seller Notes Second Lien Obligations) or Additional Seller Notes (F) if the effect of such amendment is to: (a) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness; (b) shorten change the dates upon which payments of principal or interest are due on or principal amount of such IndebtednessIndebtedness (excluding intercompany Indebtedness shown on Schedule 3.1 and which is otherwise permitted under Section 3.1(B)); (c) change in any manner adverse to the Borrower, or add, any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination provisions thereof thereof, if any (or the subordination terms of any guaranty thereof, if any), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (gf) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrower, any of its Restricted Subsidiaries or XxxxxxLenders, or (2) the Second Lien Obligations, except as permitted under the Intercreditor Agreement. Borrower will not and will not permit any of its Restricted Subsidiaries to voluntarily prepay any Senior Notes or Second Lien Obligations. Borrower will not designate any debt facility as a “Credit Facility” under the Senior Notes Indenture other than this Agreement and the Second Lien Credit Agreement. 2.12 Section 3.14 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Changes Relating to Indebtedness. Borrower will The Credit Parties shall not and will shall not cause or permit any of its their Subsidiaries to directly or indirectly to change or amend the terms of any Subordinated Indebtedness, the Additional Senior Term Loan, the Senior Term Loan, Seller Notes of its Indebtedness permitted by Section 3.1(c) or Additional Seller Notes Section 3.1(d) (or any Refinancing Indebtedness permitted thereof) if the effect of such amendment is to: (a) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness; (b) shorten change the dates upon which payments of principal or interest are due on or principal amount of such Indebtedness; (c) change in any manner adverse to the Borrower, or add, any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (g) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrowerany Credit Party or Lenders; or (g) increase the portion of interest payable in cash with respect to any Indebtedness for which interest is payable by the issuance of payment-in-kind notes or is permitted to accrue. Neither Borrower nor Xxxxxx will amend or modify the Safway Note. No Credit Party shall enter into any control agreement, landlord waiver, bailee letter or similar agreement in favor of the Trustee (or the “Collateral Agent” as such term is defined in the Intercreditor Agreement) without the prior written consent of Agent, provided, however, that notwithstanding the foregoing, the consent of Agent shall not be required in order for any Credit Party to enter into (i) any control agreement to which Agent and such Collateral Agent are parties on terms substantially similar to those entered into as of its Subsidiaries the Closing Date and (ii) any control agreement that provides respective rights and remedies to Agent and such Collateral Agent that are substantially similar to those provided to Agent and Collateral Agent, respectively, in the control agreements referred to in clause (i) and that are consistent with the Intercreditor Agreement. No Credit Party shall enter into any security agreement, pledge agreement, mortgage, deed of trust or Xxxxxxsimilar agreement in favor of the Trustee and/or such Collateral Agent except upon terms that are consistent with the Intercreditor Agreement and reflect the terms thereof in a manner substantially similar to the manner contained in the security agreement and pledge agreement in favor of the Trustee and such Collateral Agent as the Closing Date.

Changes Relating to Indebtedness. Borrower will not and will not permit any of its Subsidiaries directly or indirectly to change or amend the terms of any of (i) its Indebtedness evidenced by the Subordinated Indebtedness, the Additional Senior Term Loan, the Senior Term Loan, Seller Notes or Additional Seller Notes if the effect of such change or amendment is to: (a) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness; (b) shorten change the dates upon which payments of principal or interest are due on such Indebtedness; (c) change in any manner adverse to the Borrower, or add, any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (gf) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrower, any of its Subsidiaries or XxxxxxLenders or (ii) all other of its Indebtedness, if such change or amendment materially adversely affects the rights or remedies of the Lenders.

Changes Relating to Indebtedness. Borrower will not and will not permit any of its Restricted Subsidiaries directly or indirectly to change or amend the terms of any Subordinated Indebtedness, the Additional Senior Term Loan, of (1) its Indebtedness permitted by subsections 3.1 (C) (excluding the Senior Term Loan, Seller Notes Secured Debt) or Additional Seller Notes (F) if the effect of such amendment is to: (a) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness; (b) shorten change the dates upon which payments of principal or interest are due on or principal amount of such IndebtednessIndebtedness (excluding intercompany Indebtedness which is shown on Schedule 3.1 and otherwise permitted under subsection 3.1(B)); (c) change in any manner adverse to the Borrower, or add, any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination provisions thereof thereof, if any (or the subordination terms of any guaranty thereof, if any), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (gf) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrower, any of its Restricted Subsidiaries or XxxxxxLenders, or (2) the Senior Secured Debt, except as permitted under the Intercreditor Agreement. Borrower will not and will not permit any of its Restricted Subsidiaries to voluntarily prepay any Senior Notes. Borrower will not designate any debt facility as a “Credit Facility” under the Senior Notes Indenture other than this Agreement and the Senior Secured Credit Agreement.

Changes Relating to Indebtedness. Borrower will The Credit Parties shall not and will shall not cause or permit any of its their Subsidiaries to directly or indirectly to change or amend the terms of any Subordinated Indebtedness, the Additional Senior Term Loan, the Senior Term Loan, Seller Notes or Additional Seller Notes of its Indebtedness permitted by Section 3.1(c) and 3.1(e) if the effect of such amendment is to: (a) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness; (b) shorten accelerate the dates upon which payments of principal or interest are due on or principal amount of such Indebtedness; (c) change in any manner adverse to the Borrower, or add, any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (d) materially change the redemption or prepayment provisions of such IndebtednessIndebtedness in a manner adverse to the interest of any Applicable Agent, Lenders or Netherlands Security Trustee; (e) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), includingprovided, without limitationthat Holdings may change the subordination provisions of the Holdings PIK Junior Subordinated Notes Indenture in order to permit the redemption, subordinating repurchase or repayment by Holdings of same to the extent not prohibited hereunder and US Lenders and US Agent hereby consent to such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrowerchange and; or (gf) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrower, any of its Subsidiaries Credit Party or XxxxxxLenders.

Changes Relating to Indebtedness. Borrower will not and will not permit any of its Restricted Subsidiaries directly or indirectly to change or amend the terms of any Subordinated Indebtedness, of (1) its Indebtedness permitted by subsections 3.1 (C) (excluding the Additional Senior Term Loan, the Senior Term Loan, Seller Notes Junior DIP Debt) or Additional Seller Notes (F) if the effect of such amendment is to: (a) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness; (b) shorten change the dates upon which payments of principal or interest are due on or principal amount of such IndebtednessIndebtedness (excluding intercompany Indebtedness which is shown on Schedule 3.1 and otherwise permitted under subsection 3.1(B)); (c) change in any manner adverse to the Borrower, or add, any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination provisions thereof thereof, if any (or the subordination terms of any guaranty thereof, if any), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (gf) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrower, any of its Restricted Subsidiaries or XxxxxxLenders, or (2) the Junior DIP Debt, except as permitted under the Intercreditor Agreement. Borrower will not and will not permit any of its Restricted Subsidiaries to voluntarily prepay any Senior Notes or Junior DIP Debt. Borrower will not designate any debt facility as a “Credit Facility” under the Senior Notes Indenture other than this Agreement, the Junior DIP Credit Agreement and the “Prepetition First Lien Loan Agreement” (as defined in the Intercreditor Agreement).

Changes Relating to Indebtedness. Borrower will not and will not permit any of its Restricted Subsidiaries directly or indirectly to change or amend the terms of any Subordinated Indebtedness, the Additional Senior Term Loan, of (1) its Indebtedness permitted by subsections 3.1 (C) (excluding the Senior Term Loan, Seller Notes DIP Debt) or Additional Seller Notes (F) if the effect of such amendment is to: (a) increase the principal amount of the Indebtedness (other than the incurrence of the Additional Senior Term Loan under the conditions specified in subsection 3.1) or the interest rate on such Indebtedness; (b) shorten change the dates upon which payments of principal or interest are due on or principal amount of such IndebtednessIndebtedness (excluding intercompany Indebtedness which is shown on Schedule 3.1 and otherwise permitted under subsection 3.1(B)); (c) change in any manner adverse to the Borrower, or add, any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination provisions thereof thereof, if any (or the subordination terms of any guaranty thereof, if any), including, without limitation, subordinating such Indebtedness to other Indebtedness; (f) shorten the maturity date or otherwise to alter the repayment terms in a manner adverse to Borrower; or (gf) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Borrower, any of its Restricted Subsidiaries or XxxxxxLenders, or (2) the Senior DIP Debt, except as permitted under the Intercreditor Agreement. Borrower will not and will not permit any of its Restricted Subsidiaries to voluntarily prepay any Senior Notes. Borrower will not designate any debt facility as a “Credit Facility” under the Senior Notes Indenture other than this Agreement, the Senior DIP Credit Agreement and the “Prepetition First Lien Loan Agreement” (as defined in the Intercreditor Agreement).