Common use of Limitation on Optional Payments and Modifications of Debt Instruments, etc Clause in Contracts

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereof) any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes (except to the extent permitted by Section 7.7(d)(ii)) or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating the Parent, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or any Subordinated Debt, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Parent, the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee (other than any such consent fees in an aggregate amount not to exceed $4,000,000 during the term of this Agreement)) or (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and the Borrower shall not(a) Except as permitted by Section 6.2(g), and shall not permit any of their Subsidiaries to make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereof) any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes (except to or any Indebtedness that refinances the extent permitted by Section 7.7(d)(ii)) Senior Subordinated Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") Counterparty obligating the Parent, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or any Indebtedness that refinances the Senior Subordinated DebtNotes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Subordinated Notes (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Parent, the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee (other than any such consent fees in an aggregate amount not to exceed $4,000,000 during the term of this Agreementfee)) or , (c) designate any Indebtedness (other than the ObligationsObligations and Indebtedness under the Senior Note Indenture) as "“Designated Senior Indebtedness" ” for the purposes of the Senior Subordinated Note IndentureIndenture or the indenture or instruments governing any Indebtedness that refinances the Senior Subordinated Notes or (d) amend its certificate of incorporation in any manner materially adverse to the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and (a) Except pursuant to the Borrower shall notTransactions or a refinancing, and shall not permit any of their Subsidiaries refunding, renewal or extension (to the extent such refinancing, refunding, renewal or extension is permitted by Section 7.2(d)), make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereof) any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes (except any Indebtedness owed to the extent permitted by Section 7.7(d)(iiParent or to any Affiliate of the Parent which is not the Borrower or a Subsidiary Guarantor, or any long-term Indebtedness of the Parent or its Subsidiaries (other than the Existing Dobson/Sygnet Senior Notes and the Existing Sygnet Wireless Senior Noxxx)) , or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") Counterparty obligating the Parent, the Borrower DOC or any Subsidiary of its Subsidiaries to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Parent Notes or any Subordinated Debt, other securities of the Parent or its Subsidiaries, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Parent Notes or any other long-term Indebtedness of the Senior Subordinated Note Indenture Parent or its Subsidiaries (other than any such amendment, modification, waiver or other change which which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Parent, the Borrower Parent or any of its Subsidiaries and and (ii) does not involve the payment of a consent fee (other than any unless such consent fees in an aggregate amount fee has been approved by the Administrative Agent, which approval shall not to exceed $4,000,000 during the term of this Agreementbe unreasonably withheld or delayed)) or , or (c) designate amend its certificate of incorporation in any Indebtedness (other than manner determined by the Obligations) as "Designated Senior Indebtedness" for Administrative Agent to be adverse to the purposes of the Senior Subordinated Note IndentureLenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and (a) Make any optional payment or prepayment on or redemption of or any payments in redemption, defeasance or repurchase of (A) any Senior Subordinated Indebtedness (except pursuant to a permanent refinancing of Senior Subordinated Indebtedness) or (B) the Borrower shall not, and shall not permit any of their Subsidiaries Holdings Discount Indebtedness (except pursuant to make or offer to make (unless the consummation of such offer is conditioned on the consent a permanent refinancing of the Lenders Holdings Discount Indebtedness), except in accordance each case mandatory payments of interest, scheduled principal (including 101 96 pursuant to a mandatory redemption) after the fifth anniversary of the Closing Date with respect to interest accruing following the Closing Date, fees and expenses required by the terms hereof) any optional of the agreement governing or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes (except instrument evidencing such Indebtedness but only to the extent permitted by Section 7.7(d)(ii)) or segregate funds for any such paymentunder the subordination provisions, prepaymentif any, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating the Parent, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or any Subordinated Debt, applicable thereto; (b) amend, modify supplement, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, modify any of the terms provisions of the any Senior Subordinated Notes or Indebtedness, the Senior Subordinated Note Indenture (other than any such amendmentIndenture, modification, waiver the Holdings Discount Indebtedness or other change which the Holdings Discount Notes Indenture: (i) would extend in the maturity case of Senior Subordinated Indebtedness and the Senior Subordinated Note Indenture, which amends or reduce modifies any subordination provisions contained therein; (ii) which shortens the amount of any payment of principal thereoffixed maturity, reduce or increases the rate or extend shortens the date for time of payment of interest thereon on, or relax increases the amount or shortens the time of payment of any covenant principal or other restriction applicable premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of such Indebtedness, or increases the amount of, or accelerates the time of payment of, any fees payable in connection therewith; (iii) which relates to the Parentaffirmative or negative covenants, events of default or remedies under the Borrower documents or instruments evidencing such Indebtedness and the effect of which is to subject Holdings or any of its Subsidiaries and to any more onerous or more restrictive provisions; or (iiiv) does not involve which otherwise adversely affects the payment interests of a consent fee (the Lenders as senior creditors or the interests of the Lenders under this Agreement or any other than Loan Document in any such consent fees in an aggregate amount not to exceed $4,000,000 during the term of this Agreement)) or respect; (c) make any payment in cash on any equity or debt security that may be made under the terms thereof by the issuance of any security of the same nature; (d) designate any Indebtedness (other than the ObligationsLoans) as "Designated Senior Indebtedness" for the purposes of under any Senior Subordinated Indebtedness (including, without limitation, under the Senior Subordinated Note Indenture); or (e) make any optional payment or prepayment on or redemption of or any payments in redemption, defeasance or repurchase of any Indebtedness that is subordinated to the Obligations and that is assumed in connection with a Permitted Acquisition or an Asset Swap Transaction pursuant to subsection 7.2(j)(iii) (except pursuant to a permanent refinancing of such Indebtedness), except (i) mandatory payments of interest, fees and expenses required by the terms of the agreement governing or instrument evidencing such Indebtedness but only to the extent permitted under the subordination provisions, if any, applicable thereto, and (ii) the Borrower and its Subsidiaries may, to the extent such proceeds are not otherwise utilized pursuant to subsections 7.7(b) or 7.8(n), use cash consisting of the retained amount of Excess Cash Flow generated during prior fiscal years (beginning with Excess Cash Flow generated in the fiscal year ended December 1998 but, in each case, including the retained portion of the respective Excess Cash flow for only those periods where the respective Excess Cash Flow payment has theretofore occurred) to make 102 97 voluntary prepayments on such Indebtedness in an aggregate amount, which, when added to the aggregate amount of all prior prepayments of such Indebtedness, shall not exceed $100,000,000.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the Borrower shall notextent not prohibited by applicable subordination provisions), and shall not permit any of their Subsidiaries to make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereof) any optional or voluntary payment, prepayment, repurchase or redemption respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise voluntarily acquire for consideration, or optionally defeaseset apart any sum for the aforesaid purposes, any Indebtedness except (A) the Senior Subordinated Notes payment of the Indebtedness created hereunder, (except B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 7.7(d)(ii)6.2, (C) or segregate funds for any such paymentrefinancing, prepaymentrepayment, redemption, repurchase, redemption or defeasance, or enter into any derivative retirement or other transaction with any financial institutionacquisition for consideration of Indebtedness, commodities in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or stock exchange other acquisition for consideration; provided that no Default or clearinghouse Event of Default has occurred and is continuing or would result therefrom, (a "Derivatives Counterparty"D) obligating the Parent, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty payment of secured Indebtedness that becomes due as a result of any change in market value the voluntary sale or transfer of the property or assets securing such Indebtedness, (E) the prepayment of the Existing Senior Notes Due 2021 with the proceeds of the Tranche B-4 Term Loans, Revolving Credit Loans and the proceeds of New Senior Notes to be issued on or about the Third Amendment Effective Date, (F) the prepayment of the Senior Subordinated Notes or New Senior Notes with the proceeds of any Subordinated Debtsenior notes or term loans issued or incurred, as applicable, and secured on a pari passu basis with the Loans incurred under the Facilities, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes, the Senior Note Indenture, the New Senior Notes or the New Senior Subordinated Note Indenture Indenture, or the indenture or instruments governing any Indebtedness that refinances the Senior Notes or the New Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (other than c) amend, modify or otherwise change, or consent or agree to any such amendment, modification, waiver or other change which (i) would extend to, the maturity certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or reduce the amount similar organizational document of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Parent, the Borrower or any of its Subsidiaries and (ii) does not involve in any manner materially adverse to the payment of a consent fee (other than any such consent fees in an aggregate amount not to exceed $4,000,000 during Agents or the term of this Agreement)) or (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note IndentureLenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to make (a) Make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereof) any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior principal of Subordinated Notes (except to or the extent permitted by Section 7.7(d)(ii)) Permitted Refinancing Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") Counterparty obligating the Parent, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or any the Permitted Refinancing Notes; provided that the Borrower may prepay Existing Subordinated Debt, Obligations or New Subordinated Obligations in connection with the refinancing of such Existing Subordinated Obligations or New Subordinated Obligations with the proceeds of New Subordinated Obligations permitted pursuant to Section 7.2(g); (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture Permitted Refinancing Notes (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Parent, the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee (other than any such consent fees in an aggregate amount not to exceed $4,000,000 during the term of this AgreementSubsidiaries)) or , (c) designate any Indebtedness (other than the Obligations) as "“Designated Senior Indebtedness" ” for the purposes of the Senior Subordinated Note IndentureIndentures or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereofa) Make any optional payment or voluntary payment, prepayment, repurchase prepayment on or redemption ofof or any payments in redemption, defeasance or otherwise voluntarily or optionally defease, repurchase of (A) the Senior Subordinated Notes Indebtedness (except (i) redemptions not to exceed $100,000,000 in the aggregate with the Net Cash Proceeds of Senior Unsecured Notes issued pursuant to subsection 7.2(g), (ii) pursuant to a Permitted Redemption or (iii) in connection with permanent refinancing of Senior Subordinated Indebtedness), (B) the Holdings Discount Indebtedness (except pursuant to a Permitted Redemption or a permanent refinancing of Holdings Discount Indebtedness) or (C) the Senior Unsecured Indebtedness (except pursuant to a Permitted Redemption or a permanent refinancing of the Senior Unsecured Indebtedness), except in each case mandatory payments of interest, fees and expenses required by the terms of the agreement governing or instrument evidencing such Indebtedness, but only to the extent permitted by Section 7.7(d)(ii)) or segregate funds for any such paymentunder the subordination provisions, prepaymentif any, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating the Parent, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or any Subordinated Debt, applicable thereto; (b) amend, modify supplement, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, modify any of the terms provisions of the any Senior Subordinated Notes or Indebtedness, the Senior Subordinated Note Indenture (other than Indenture, any such amendmentSenior Unsecured Indebtedness, modificationthe Senior Unsecured Notes Indenture, waiver the Holdings Discount Indebtedness or other change which the Holdings Discount Notes Indentures: (i) would extend in the maturity case of Senior Subordinated Indebtedness and the Senior Subordinated Note Indenture, which amends or reduce modifies any subordination provisions contained therein; (ii) which shortens the amount of any payment of principal thereoffixed maturity, reduce or increases the rate or extend shortens the date for time of payment of interest thereon on, or relax increases the amount or shortens the time of payment of any covenant principal or other restriction applicable premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of such Indebtedness, or increases the amount of, or accelerates the time of payment of, any fees payable in connection therewith; (iii) which relates to the Parentaffirmative or negative covenants, events of default or remedies under the Borrower documents or instruments evidencing such Indebtedness and the effect of which is to subject Holdings or any of its Subsidiaries and to any more onerous or more restrictive provisions; or (iiiv) does not involve which otherwise adversely affects the payment interests of a consent fee (the Lenders as senior creditors or the interests of the Lenders under this Agreement or any other than Loan Document in any such consent fees in an aggregate amount not to exceed $4,000,000 during the term of this Agreement)) or respect; (c) make any payment in cash on any equity or debt security that may be made under the terms thereof by the issuance of any security of the same nature; (d) designate any Indebtedness (other than the ObligationsLoans and the Senior Unsecured Indebtedness) as "Designated Senior Indebtedness" for the purposes of under any Senior Subordinated Indebtedness (including, without limitation, under the Senior Subordinated Note Indenture); or (e) make any optional payment or prepayment on or redemption of or any payments in redemption, defeasance or repurchase of any Indebtedness that is subordinated to the Obligations and that is assumed in connection with a Permitted Acquisition or an Asset Swap Transaction pursuant to subsection 7.2(j)(iii) (except pursuant to a permanent refinancing of such Indebtedness), except (i) mandatory payments of interest, fees and expenses required by the terms of the agreement governing or instrument evidencing such Indebtedness but only to the extent permitted under the subordination provisions, if any, applicable thereto, and (ii) the Borrower and its Subsidiaries may, to the extent such proceeds are not otherwise utilized pursuant to subsections 7.7(b) or 7.8(n), use cash consisting of the retained amount of Excess Cash Flow generated during prior fiscal years (beginning with Excess Cash Flow generated in the fiscal year ended December 1998 but, in each case, including the retained portion of the respective Excess Cash flow for only those periods where the respective Excess Cash Flow payment has theretofore occurred) to make voluntary prepayments on such Indebtedness in an aggregate amount, which, when added to the aggregate amount of all prior prepayments of such Indebtedness, shall not exceed $100,000,000.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to make (a) Make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereof) any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior principal of Subordinated Notes (except to or the extent permitted by Section 7.7(d)(ii)) Permitted Refinancing Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") Counterparty obligating the Parent, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Subordinated Notes or the Permitted Refinancing Notes; provided that the Borrower may prepay Existing Subordinated Obligations or New Subordinated Obligations in connection with the refinancing of such Existing Subordinated Obligations or New Subordinated Obligations with the proceeds of New Subordinated Obligations permitted pursuant to Section 7.2(g); provided further that Borrower may make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease the Borrower’s Indebtedness under the Senior Subordinated Notes Indenture 1999 with proceeds of Loans or any Subordinated Debtcash on hand, provided that there is no Default or Event of Default (giving effect to such transaction); (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture Permitted Refinancing Notes (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Parent, the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee (other than any such consent fees in an aggregate amount not to exceed $4,000,000 during the term of this AgreementSubsidiaries)) or , (c) designate any Indebtedness (other than the Obligations) as "“Designated Senior Indebtedness" ” for the purposes of the Senior Subordinated Note IndentureIndentures or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and the Borrower shall not, and shall not permit (a) Make any of their Subsidiaries to make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereof) any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, escrow or defease all or any part of the principal of the Senior Subordinated Notes (except or any other Indebtedness which is contractually subordinated in right of payment to the extent permitted by Obligations or the obligations of any Guarantor under Section 7.7(d)(ii)) 2 of the Guaranty and Collateral Agreement or any Permitted Additional Debt, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, except, so long as no Default or enter into Event of Default shall have occurred and be continuing or would result therefrom, for any derivative such payments, prepayments, repurchases, redemptions or other transaction with defeasances in an aggregate purchase price that do not exceed the Available Additional Basket at the time of any financial institutionsuch payment, commodities prepayment, repurchase, redemption or stock exchange defeasance; provided that the amounts specified in clause (i) of the definition of “Available Additional Basket” shall only be available for such payment, prepayment, repurchase, redemption or clearinghouse defeasance pursuant to this clause (a) if the Borrower shall have delivered a "Derivatives Counterparty") obligating Pro Forma Compliance Certificate to the ParentAdministrative Agent demonstrating that, after giving effect to the making of such payment, prepayment, repurchase, redemption or defeasance on a Pro Forma Basis, the Consolidated Leverage Ratio of the Borrower is less than 4.00 to 1.00; (b) make or any Subsidiary offer to make payments to such Derivatives Counterparty as a result any optional or voluntary payment of any change interest in market value respect of the Senior Subordinated Notes or any Subordinated Debtother Indebtedness which is contractually subordinated in right of payment to the Obligations or the obligations of any Guarantor under Section 2 of the Guaranty and Collateral Agreement or any Permitted Additional Debt except, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, for any such payment that does not to exceed the Available Additional Basket at the time of any such payment; provided that the amounts specified in clause (i) of the definition of “Available Additional Basket” shall only be available for such payment pursuant to this clause (b) if the Borrower shall have delivered a Pro Forma Compliance Certificate to the Administrative Agent demonstrating that, after giving effect to the making of such payment on a Pro Forma Basis, the Consolidated Leverage Ratio of the Borrower is less than 4.00 to 1.00; (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or any of the Senior Subordinated Note Indenture (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable Documents in a manner materially adverse to the Parent, the Borrower or any of its Subsidiaries and Lenders; and (ii) does not involve the payment of a consent fee (other than any such consent fees in an aggregate amount not to exceed $4,000,000 during the term of this Agreement)) or (cd) designate any Indebtedness (other than the ObligationsObligations or any obligations of a Guarantor under Section 2 of the Guaranty and Collateral Agreement) as "“Designated Senior Indebtedness" ” for the purposes of the Senior Subordinated Notes or the Senior Subordinated Note Indenture.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to make (a) Make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereof) any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise voluntarily defease or optionally defeasesegregate funds with respect to the Existing Notes (except with the proceeds of subordinated Indebtedness incurred pursuant to Section 7.2(i)), the Senior Subordinated Notes (except to the extent permitted by Section 7.7(d)(ii)) or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating the ParentNotes, the Borrower Subordinated Exchange Debentures, Senior Preferred Stock or any Subsidiary the Preference Stock (other than scheduled interest payments required to make payments to such Derivatives Counterparty as a result of any change be made in market value of cash on the Senior Subordinated Notes or any the Subordinated DebtExchange Debentures if and to the extent not prohibited by the subordination provisions thereof) or the promissory notes described in Section 7.2(n) (other than scheduled interest payments required to be made in cash on such promissory notes described in Section 7.2(n) if and to the extent not prohibited by the subordination provisions thereof), (b) amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or Existing Notes, the Senior Subordinated Note Indenture Notes, the Subordinated Exchange Debentures, the Senior Preferred Stock or the promissory notes described in Section 7.2(n) (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, thereof or which would reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Parent, the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee (other than any such consent fees in an aggregate amount not to exceed $4,000,000 during the term of this Agreementfee)) or , (c) designate any Indebtedness (other than obligations of the ObligationsLoan Parties pursuant to the Loan Documents) as "Designated Senior Indebtedness" (or any similar term) for the purposes of the Senior Subordinated Note IndentureIndenture or the Exchange Debenture Indenture or (d) except for the amendment of the Borrower's certificate of incorporation and the designation of the Preference Stock pursuant to the Certificate of Designation with respect thereto, in each case, as contemplated by the Preference Stock Purchase Agreement, amend its certificate of incorporation (including the Certificate of Designation with respect to the Preference Stock) in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereofa) Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes (except to or the extent permitted by Section 7.7(d)(ii)) Senior Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") Counterparty obligating the ParentHoldings, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or any Subordinated Debtthe Senior Notes, (b) repurchase or redeem any or all of the Senior Notes or the Senior Subordinated Notes upon occurrence of a Specified Change of Control, (c) make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Parent Intercompany Loan or the Holdings Intercompany Loan, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or make any payment of interest in cash thereon, in each case if a Default or Event of Default then exists and is continuing or would be caused thereby, (d) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture Notes (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the ParentHoldings, the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee fee), (e) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other than change to, any such of the terms of the Parent Intercompany Loan or Holdings Intercompany Loan in a manner that would be materially adverse to the interests of the Lenders, (f) amend, modify or otherwise change, or consent fees in an aggregate amount not or agree to exceed $4,000,000 during any amendment, modification, waiver or other change to, any of the term terms of this Agreement)) or the Existing Senior Subordinated Note Indenture, (cg) designate any Indebtedness (other than the Obligations) as "“Designated Senior Indebtedness" ” for the purposes of the Senior Subordinated Note IndentureIndenture or (h) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereofa) Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes (except to the extent Notes, any Indebtedness incurred as permitted by Section 7.7(d)(ii)7.2(n) or (o) or any Disqualified Stock, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") Counterparty obligating the ParentHoldings, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes Notes, any Indebtedness incurred as permitted by Section 7.2(n) or (o) or any Subordinated DebtDisqualified Stock, except for prepayments, repurchases, redemptions, defeasances or segregations of funds with the proceeds of refinancings or replacements thereof permitted by Section 7.2 (f) (in the case of refinancings or replacements of the Senior Notes), (n) (in the case of refinancings or replacements of Indebtedness incurred as permitted by Section 7.2(n)) or (o) (in the case of refinancings or replacements of Indebtedness incurred as permitted by Section 7.2(o)) or with the issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower or Holdings, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Note Indenture, any Senior Unsecured Debt Documents, any Subordinated Debt Documents or any Senior Note Indenture Refinancing Documents (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the ParentHoldings, the Borrower or any of its Subsidiaries and or (ii) does is not involve otherwise materially adverse to the payment interests of a consent fee (other than any such consent fees in an aggregate amount not to exceed $4,000,000 during the term of this AgreementLenders hereunder)) , or (c) designate amend its Governing Documents in any Indebtedness (other than manner materially adverse to the Obligations) as "Designated Senior Indebtedness" for the purposes interests of the Senior Subordinated Note IndentureLenders hereunder.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the Borrower shall notextent not prohibited by applicable subordination provisions), and shall not permit any of their Subsidiaries to make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereof) any optional or voluntary payment, prepayment, repurchase or redemption respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise voluntarily acquire for consideration, or optionally defeaseset apart any sum for the aforesaid purposes, any Indebtedness except (A) the Senior Subordinated Notes payment of the Indebtedness created hereunder, (except B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 7.7(d)(ii)6.2, (C) or segregate funds for any such paymentrefinancing, prepaymentrepayment, redemption, repurchase, redemption or defeasance, or enter into any derivative retirement or other transaction with any financial institutionacquisition for consideration of Indebtedness, commodities in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or stock exchange other acquisition for consideration; provided that no Default or clearinghouse Event of Default has occurred and is continuing or would result therefrom and (a "Derivatives Counterparty"D) obligating the Parent, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty payment of secured Indebtedness that becomes due as a result of any change in market value the voluntary sale or transfer of the Senior Subordinated Notes property or any Subordinated Debtassets securing such Indebtedness, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or, the Senior Note Indenture or, the New Senior Notes or the New Senior Subordinated Note Indenture Indenture, or the indenture or instruments governing any Indebtedness that refinances the Senior Notes or the New Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (other than c) amend, modify or otherwise change, or consent or agree to any such amendment, modification, waiver or other change which (i) would extend to, the maturity certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or reduce the amount similar organizational document of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Parent, the Borrower or any of its Subsidiaries and (ii) does not involve in any manner materially adverse to the payment of a consent fee (other than any such consent fees in an aggregate amount not to exceed $4,000,000 during Agents or the term of this Agreement)) or (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note IndentureLenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to make (a) Make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereof) any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise voluntarily or optionally defease, the Senior Subordinated Notes (except to the extent permitted by Section 7.7(d)(ii)) defease or segregate funds for (any such paymentaction, prepaymenta “Prepayment”) with respect to Permitted Subordinated Indebtedness or Permitted Unsecured Indebtedness, repurchaseunless (i) both immediately prior to and immediately after giving effect to any such Prepayment, redemption no Default or defeasanceEvent of Default shall have occurred and be continuing and (ii) the Parent Borrower and the Subsidiaries are in compliance, on a pro forma basis after giving effect to such Prepayment, with the financial covenants contained in Section 7.1, recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available, except this Section 7.9(a) shall not limit payments or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating deliveries by the Parent, the Parent Borrower or any Subsidiary to make payments to such Derivatives Counterparty as Borrower in shares of common stock (or other securities or property following a result of any merger event or other change in market value of the Senior Subordinated Notes common stock of the Parent Borrower or any Subordinated Debtsuch Subsidiary Borrower) (and cash in lieu of fractional shares) and/or cash required by the terms of, and otherwise perform its obligations under, any Permitted Unsecured Indebtedness (including making payments of interest and principal thereon, making payments due upon required repurchase thereof and/or making payments and deliveries due upon conversion thereof); (b) amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change toto any Permitted Subordinated Indebtedness (i) which amends or modifies the subordination provisions contained therein; (ii) which shortens the fixed maturity, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of such Indebtedness, or increases the amount of, or accelerates the time of payment of, any fees payable in connection therewith; (iii) which relates to the affirmative or negative covenants, events of default or remedies under the documents or instruments evidencing such Indebtedness and the effect of which is to subject the Parent Borrower or any of its Subsidiaries, to any more onerous or more restrictive provisions; or (iv) which otherwise adversely affects the interests of the terms Lenders as senior creditors or the interests of the Senior Subordinated Notes Lenders under this Agreement or the Senior Subordinated Note Indenture any other Loan Document in any respect; (other than c) amend, modify, waive or otherwise change, or consent or agree to any such amendment, modification, waiver or other change which to any Permitted Unsecured Indebtedness (i) would extend which shortens the fixed maturity so that any part of the principal of which is stated to be payable or reduce is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or other mandatory payment) prior to the final maturity date of the Term Loans then outstanding or, if later, the Revolving Credit Termination Date (provided, however, that, if the Parent Borrower or any Subsidiary Guarantor has the right to elect to pay, or elects to pay, the principal amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Parent, the Borrower or any such Permitted Unsecured Indebtedness in cash upon a holder’s exercise of its Subsidiaries and conversion or exchange right under such Permitted Unsecured Indebtedness, such right or payment is not limited by this clause (i)); (ii) does not involve which adds any financial maintenance covenant, (iii) [reserved]; (iv) which relates to the payment events of a consent fee (other default under the documents or instruments evidencing such Indebtedness and that results in such Indebtedness having events of default that are materially more favorable to the holders of such Indebtedness than any such consent fees the events of default set forth in an aggregate amount not to exceed $4,000,000 during the term of this Agreement)) ; or (cv) designate any Indebtedness (other than which, in the Obligations) as "Designated Senior Indebtedness" for the purposes reasonable judgment of the Senior Subordinated Note IndentureParent Borrower, results in the covenants under the documents or instruments evidencing such Indebtedness that were not generally customary for similarly situated issuers in capital markets transactions at the time such Indebtedness was issued; or (d) amend its certificate of incorporation in any manner materially adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to make (a) Make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereof) any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior principal of Subordinated Notes, the Permitted Refinancing Subordinated Notes (except to the extent permitted by Section 7.7(d)(ii)) or Permitted Senior Unsecured Obligations, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") Counterparty obligating the Parent, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes, the Permitted Refinancing Subordinated Notes or Permitted Senior Unsecured Obligations, provided that: (i) the Borrower may prepay Existing Subordinated Obligations, New Subordinated Obligations, Permitted Refinancing Subordinated Obligations and Permitted Senior Unsecured Obligations in connection with the refinancing of such Existing Subordinated Obligations, New Subordinated Obligations, Permitted Refinancing Subordinated Obligations or Permitted Senior Unsecured Obligations with the proceeds of (1) New Subordinated Obligations and/or Permitted Refinancing Subordinated Obligations permitted pursuant to Section 7.2(h), or (2) Permitted Senior Unsecured Obligations permitted pursuant to Section 7.2(n); (ii) if there is no Default or Event of Default (giving effect to such transaction), the Borrower may make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease the Borrower’s Indebtedness under the Subordinated DebtNotes and/or the Senior Unsecured Notes in an aggregate amount not to exceed $100,000,000 after January 1, 2010; (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Permitted Refinancing Subordinated Notes or the Permitted Senior Subordinated Note Indenture Unsecured Notes, other than: (other than i) any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon thereon, or relax any covenant such amendments, modifications, waivers or other restriction applicable to changes that do not in the Parent, the Borrower or any of its Subsidiaries and aggregate render such instruments more restrictive than they were prior thereto; (ii) does not involve to conform the payment of a consent fee Senior Subordinated Notes Indenture 2003 to the Senior Subordinated Notes Indenture 2004; or (iii) any other than any such consent fees in an aggregate amount revisions, amendments, waivers or modifications that are determined by the Administrative Agent not to exceed $4,000,000 during be adverse to the term of this Agreement)) or Lenders; (c) designate any Indebtedness (other than the Obligations) as "“Designated Senior Indebtedness" ” for the purposes of the Senior Subordinated Note IndentureIndentures; or (d) amend the Borrower’s certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to make (a) Make or offer to make (unless the consummation of such offer is conditioned on the consent of the Lenders in accordance with the terms hereof) any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise voluntarily or optionally defease, the Senior Subordinated Notes (except to or the extent permitted by Section 7.7(d)(ii)) Subordinated Exchange Debentures, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating the Parent, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or any Subordinated Debt, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture Exchange Debentures (in each case, other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Parent, the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee fee), (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Exchangeable Preferred Stock (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a consent fees in an aggregate amount not to exceed $4,000,000 during the term of this Agreementfee)) or , (cd) designate any Indebtedness (other than the Obligations) as "Designated Senior IndebtednessDebt" for the purposes of the Senior Subordinated Note Indenture., (e) designate any Indebtedness (other than the Obligations and the Senior Subordinated Notes) as "Designated Exchange Debenture Senior