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

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f), (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentation.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f), Subordinated Debt; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing (other than any amendment that is not materially adverse to Subordinated Debt if the Lenders and in any event any effect of such amendment, modification, waiver or other change that is to increase the interest rate on any Subordinated Debt, change (xto earlier dates) in the case any dates on which payments of principal or interest are due thereon, change any Junior Indebtedness event of default or condition to an event of default with respect thereto (other than Second Lien Indebtednessto eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), (A) would extend change the maturity redemption, prepayment or reduce defeasance provisions thereof, change the amount subordination provisions of any payment Subordinated Debt (or any guarantee thereof), or to increase materially the obligations of principal thereof the Borrower thereunder or reduce to confer any additional rights on the rate holders of any Subordinated Debt (or extend a trustee or other representative on their behalf) that would be adverse in any date for payment of interest thereon and (B) does not involve material respect to any Loan Party or the Lenders, or require the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stockfee; or (ivc) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingDesignated Senior Debt” (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing Documentationdocument governing any Subordinated Debt.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(fof the Unsecured Notes (other than the conversion of any of the Unsecured Notes to Capital Stock of Holdings (other than Disqualified Capital Stock), ) or (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing of the Unsecured Notes (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver technical corrections or other change that modifications) (xi) except as permitted by Section 8.2(f) (in the case of any Junior Indebtedness (other than Second Lien Indebtednessan increase in principal amount), (A) would extend which shortens the fixed maturity or reduce increases the principal amount of any payment of principal thereof of, or reduce increases the rate or extend any date for shortens the time of payment of interest thereon and (B) does not involve on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a consent fee date fixed for prepayment or by acceleration or otherwise of the Indebtedness evidenced by any Unsecured Notes, or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; (ii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and (y) in the case effect of which is to subject the Borrower or any Second Lien Indebtedness, is permitted pursuant of its Subsidiaries to the applicable intercreditor agreement), any more onerous or more restrictive provisions; or (iii) amend, modify, waive or which otherwise change, or consent or agree adversely affects the interests of the Lenders with respect to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; Unsecured Notes or (iv) designate any Indebtedness (other than obligations the interests of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (Lenders under this Agreement or any comparable term) for the purposes of other Loan Document in any Junior Financing Documentationmaterial respect.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make (other than an offer conditioned upon the Payment in Full of the Obligations or upon the requisite consent of the Lenders) any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness in an aggregate principal amount in excess of $25,000,000 during the term of the Facility (other than (A) the refinancing thereof with any Junior Financing except as Indebtedness permitted by to be incurred under Section 8.6(f7.2 (provided such Indebtedness does not shorten the maturity date thereof), (B) the conversion or exchange of any such Indebtedness to Capital Stock of the Borrower (other than Disqualified Capital Stock), including any issuance of such Capital Stock in respect of which the proceeds are applied to the payment of such Indebtedness, (C) repayments, redemptions, purchases, defeasances and other payments in respect of any such Indebtedness of any non-Loan Party; provided that payments referred to in this clause (C) shall only be permitted so long as after giving effect thereto, the Borrower is in pro forma compliance with Section 7.1(a) and (D) prepayments of Indebtedness in the nature of revolving loan facilities, including Permitted Warehouse Facilities); (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of Material Indebtedness (other than any such amendment, modification, waiver or other change that either (A) (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee, or (B) taken as a whole, is not materially adverse to the Borrower and its Subsidiaries, taken as whole, or the Lenders ); or (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing preferred stock of the Borrower (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), either (A) (i) would extend the maturity scheduled redemption date or reduce the amount of any scheduled redemption payment of principal thereof or reduce the rate or extend any date for payment of interest dividends thereon and (Bii) does not involve the payment of a consent fee and or (yB) in the case of any Second Lien Indebtednesstaken as a whole, is permitted pursuant not materially adverse to the applicable intercreditor agreementBorrower and its Subsidiaries, taken as a whole, or the Lenders); provided, that such actions described in clauses (a), (b) and (c) may be taken if and to the extent that Borrower determines in good faith that such action is reasonably necessary to permit it (or, following the Up-REIT Transaction, the REIT Entity) to satisfy the requirements applicable to REITs under the Code, so long as no Default pursuant to Section 8(a) or (f) shall have occurred and be continuing at the time of entering into such agreement to make such Investment or shall result therefrom. Notwithstanding the foregoing, this Section 7.8 shall not apply to (i) intercompany Indebtedness, (ii) Indebtedness incurred pursuant to Section 7.2(h) or (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms obligations of any Qualified Pledged Affiliate or Group Member whose Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; is owned directly or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentationindirectly by a Pledged Affiliate.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Majority Lenders (a) (i) Make make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f)Qualified Senior Notes or Second Lien Debt, (iib) make any payment, repurchase or redemption with respect to the Second Lien Debt in violation of the Second Lien Intercreditor Agreement, (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing or Qualified Senior Notes (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iiid) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; the Second Lien Debt in violation of the Second Lien Intercreditor Agreement, or (ive) designate any Indebtedness Debt (other than obligations Obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingDesignated Senior Indebtedness” (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing DocumentationQualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing Date.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f), the Senior Subordinated Notes; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (i) (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or thereof, reduce the rate or extend any date for payment of interest thereon or to add a subsidiary guarantor, provided that such subsidiary guarantor shall simultaneously become a Guarantor hereunder and (By) does not involve the payment of a consent fee and (yii) in does not involve the case consent of any Second Lien Indebtedness, is permitted pursuant to of the applicable intercreditor agreementholders of the Senior Subordinated Notes), ; (iiic) 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 Borrower’s preferred stock (other than any Qualified Capital Stock such amendment, modification, waiver or other change that (i) would cause such Qualified Capital Stock to become Disqualified Capital Stockextend 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 fee); or (ivd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingDesignated Senior Indebtedness” (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing Documentationthe Senior Subordinated Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except for (A) Permitted Refinancings and (B) payments in the aggregate pursuant to this clause (i)(B) not to exceed the Available Amount during the term of this Agreement; provided that in the case of this clause (i)(B) (w) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (x) after giving pro forma effect to any such payment, the Borrower shall be in pro forma compliance with the covenant set forth in Section 8.1 as permitted by Section 8.6(fof the date of the most recent financial statements delivered pursuant to Sections 7.1(a) and (b), (y) the Borrower shall have delivered to the Administrative Agent a certificate evidencing compliance with clauses (w) and (x) and (z) the Available Amount Condition has been met; (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing (other than any amendment that is not materially adverse to the Lenders and in Lenders, it being agreed that any event any such amendment, modification, waiver or other change that (x) that, in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does is not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant materially adverse to the applicable intercreditor agreementLenders), ; or (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of 107 any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentation.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing Lien Indebtedness or Subordinated Indebtedness (except as permitted by Section 8.6(ffor Permitted Refinancings thereof plus the amount of premiums, penalties, accrued and unpaid interest and fees and expenses associated therewith), ; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Subordinated Indebtedness permitted under Section 6.1(t) or (y) or Junior Financing Lien Indebtedness permitted under Section 6.1(t) or (other than any amendment that is not materially adverse to y) (if the Lenders and in any event any effect of such amendment, modification, waiver or other change would be to (i) change to earlier dates the dates on which any payments of principal or interest are due thereon, (ii) increase the interest rate, or the portion thereof payable on a current basis in cash, applicable thereto, (iii) change the redemption, prepayment or defeasance provisions thereof, (iv) change the lien or payment subordination provisions thereof (or of any guaranty thereof or intercreditor arrangement with respect thereto), (v) materially change any collateral therefor (other than to release such collateral), (vi) shorten the maturity date therefor, or (vii) change any other term or provision thereof, if the effect of such change, together with all other changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness that (xwould be materially adverse to the Borrower, the Administrative Agent or the Lenders, without the prior written consent of Required Lenders) except in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is as otherwise permitted pursuant to under the applicable intercreditor agreement), Collateral Agency and Intercreditor Agreement; (iiic) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that preferred stock of the Borrower if the effect of such amendment, modification, waiver or other change would be to cause such Qualified Capital Stock preferred stock to become Disqualified Capital Stock, without the prior written consent of Required Lenders; or (ivd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingDesignated Senior Indebtedness” (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing DocumentationSubordinated Indebtedness Agreement.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Majority Lenders (a) (i) Make make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f)Subordinated Debt or Qualified Senior Notes, (iib) make any payment, repurchase or redemption with respect to any Subordinated Debt in violation of any of the subordination provisions thereof, (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Subordinated Debt or Qualified Senior Notes (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iiid) amend, modify, waive or otherwise changeamend the subordination provisions of any Subordinated Debt Documents, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ive) designate any Indebtedness Debt (other than obligations Obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingDesignated Senior Indebtedness” (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing DocumentationSubordinated Debt Documents or Qualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing Date.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Tranche A Term Loans or Senior Subordinated Notes if at the time a Default or Event of Default has occurred and is continuing; (b) make or offer to make any Junior Financing except as permitted by Section 8.6(f)optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to (i) the Additional Liquidity Facility, (ii) any Permitted Subordinated Indebtedness or (iii) any Indebtedness of a Loan Party incurred under Section 6.02(y) or Section 6.02(z) that is not secured as permitted under Section 6.03(z)(i), unless at the time no Default or Event of Default has occurred and is continuing and immediately after giving effect thereto (and any Indebtedness incurred in connection therewith, and the application of the proceeds thereof), the Leverage Ratio is not greater than 3.5 to 1.0; (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing (other than any amendment i) the Tranche A Term Loan Agreement or the Additional Liquidity Facility Agreement in a manner that is not materially adverse to the Lenders and in or (ii) the Senior Subordinated Note Indenture or any event document governing any Permitted Subordinated Indebtedness (other than any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofConsolidated Senior Debt permitted by this Agreement) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debtDesignated Senior Debt” or “senior secured financingGuarantor Senior Debt” (or any comparable termother defined term having similar purposes) for the purposes of the Senior Subordinated Note Indenture or any Junior Financing Documentationdocument governing any Permitted Subordinated Indebtedness.

Optional Payments and Modifications of Certain Debt Instruments. In each case without the consent of the Required Lenders (a) (i) Make make or offer to make any optional or voluntary principal payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f)Qualified Senior Notes, (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement), (iiib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock Senior Notes (other than any such amendment, modification, waiver or other change that (i) would cause such Qualified Capital Stock extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee), (d) amend, modify, waive or otherwise change, or consent or agree to become Disqualified Capital Stock; any amendment, modification, waiver or other change to, any of the terms of the First Lien Debt in violation of the Intercreditor Agreement or (ive) designate any Indebtedness Debt (other than obligations Obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingDesignated Senior Indebtedness” (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing DocumentationQualified Senior Notes; provided, that notwithstanding anything in this Agreement to the contrary, any Loan Party may tender for, redeem, prepay and/or refinance Qualified Senior Notes pursuant to the terms of Section 6.02(o) or, if no Event of Default has occurred and is continuing, with proceeds received from cash equity contributions to Borrower by the Sponsor after the Closing Date or the net cash proceeds of Equity Interests issued by the Borrower after the Closing Date.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except Subordinated Debt (it being understood that the Borrower and its Subsidiaries shall be permitted to make regularly scheduled interest and principal payments as permitted and when due in respect of Subordinated Debt, other than payments in respect thereof prohibited by Section 8.6(fthe subordination provisions thereof), ; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Subordinated Debt incurred as permitted hereunder (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and fee); (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement), (iiic) amend, modify, waive or otherwise change, change or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Debt Agreement or any Qualified Capital Stock that other Senior Document if such amendment or other change would cause such Qualified Capital Stock confer additional material rights to become Disqualified Capital Stockthe Senior Debt Lenders in a manner adverse to the Borrower, any of its Subsidiaries or any Lender, except as expressly permitted under the Subordination Agreement; or (ivd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofSenior Obligations) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingDesignated Senior Indebtedness” (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing Documentationagreement governing any Subordinated Debt incurred as permitted hereunder.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except for (A) Permitted Refinancings and (B) payments in the aggregate pursuant to this clause (i)(B) not to exceed the Available Amount during the term of this Agreement; provided that in the case of this clause (i)(B) (w) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (x) after giving pro forma effect to any such payment, the Borrower shall be in pro forma compliance with the covenant set forth in Section 8.1 (whether or not currently in effect) as permitted by Section 8.6(fof the date of the most recent financial statements delivered pursuant to Sections 7.1(a) and (b), (y) the Borrower shall have delivered to the Administrative Agent a certificate evidencing compliance with clauses (w) and (x) and (z) the Available Amount Condition has been met; (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing (other than any amendment that is not materially adverse to the Lenders and in Lenders, it being agreed that any event any such amendment, modification, waiver or other change that (x) that, in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does is not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant materially adverse to the applicable intercreditor agreementLenders), ; or (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentation.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the notes issued under the Existing Indenture or any Junior Financing other Indebtedness of the Loan Parties (other than in connection with (i) the prepayment of any revolving credit facility (except as permitted by Section 8.6(fin connection with a termination or permanent reduction of the commitments under any revolving credit facility), (ii) prepayment of Indebtedness under this Agreement, the Amended and Restated Five-Year Term Loan Agreement or the Short-Term Credit Agreement, and (iii) prepayments of Indebtedness (other than the securities issued under the Existing Indenture) in an aggregate amount not to exceed $25,000,000, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Existing Indenture, the notes issued thereunder or documentation governing any Junior Financing other Indebtedness of the Loan Parties (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (yfee) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivc) designate incur any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and permitted under Sections 7A.2(f)) which constitutes "Debt" as defined in each case any Permitted Refinancing thereofthe Existing Indenture or incur obligations under Sale-Leaseback Transactions (other than Sale-Leaseback Transactions permitted pursuant to Section 7A.11) which constitute "Attributable Debt" as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) defined in the Existing Indenture, that, in either case, qualifies for the purposes of any Junior Financing DocumentationCNTA Exception.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except for (A) Permitted Refinancings and (B) payments in the aggregate pursuant to this clause (i)(B) not to exceed the Available Amount during the term of this Agreement; provided that in the case of this clause (i)(B) (w) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (x) after giving pro forma effect to any such payment, the Borrower shall be in pro forma compliance with the covenant set forth in Section 8.1 as permitted by Section 8.6(fof the date of the most recent financial 105 statements delivered pursuant to Sections 7.1(a) and (b), (y) the Borrower shall have delivered to the Administrative Agent a certificate evidencing compliance with clauses (w) and (x) and (z) the Available Amount Condition has been met; (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing (other than any amendment that is not materially adverse to the Lenders and in Lenders, it being agreed that any event any such amendment, modification, waiver or other change that (x) that, in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does is not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant materially adverse to the applicable intercreditor agreementLenders), ; or (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentation.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(fIndebtedness the payment of principal and interest of which and other obligations of the Borrower or any of its Subsidiaries in respect of which are subordinated to the prior payment in full of the obligations hereunder (other than the Senior Subordinated Notes, which may be refinanced with the proceeds of a Permitted Refinancing or an equity issuance of Holdings pursuant to the terms hereof), (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Indebtedness described in clause (a) (including the Senior Subordinated Notes) (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and or (Bii) does could not involve reasonably be expected to increase the payment obligations of a consent fee and (y) in the case obligor or confer additional rights on the holder of any Second Lien such subordinated Indebtedness, is permitted pursuant in each case, in a manner reasonably expected to be materially adverse to the applicable intercreditor agreement), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any interests of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital StockLenders; or (ivc) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingDesignated Senior Indebtedness” (or any comparable termother defined term having a similar purpose) for the purposes of the indenture governing the Senior Subordinated Notes or any Junior Financing DocumentationPermitted Refinancing thereof.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except Indebtedness under the Existing Indentures, any Indebtedness Incurred as permitted by Section 8.6(f)7.2(o) or (p) or any Disqualified Stock, except for (i) prepayments, repurchases, redemptions, defeasances or segregations of funds with the proceeds of refinancings or replacements thereof permitted by Section 7.2 or with the issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower (or, after the Chemicals IPO, any member of the Chemicals Group) and (ii) redemptions of Disqualified Stock made in compliance with Section 7.6(h); (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Indebtedness under the Existing Indentures, any Senior Unsecured Debt Documents or any Subordinated Debt Documents (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and or (Bii) does would not involve the payment of a consent fee and (y) be adverse in the case of any Second Lien Indebtedness, is permitted pursuant material respect to the applicable intercreditor agreementLenders), ; or (iiic) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Disqualified Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations 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 Loan Parties pursuant rate or extend any date for payment of dividends thereon or (ii) would not be adverse in any material respect to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing DocumentationLenders).

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness under any Junior Financing except Indenture or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Company, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as permitted by Section 8.6(f), a result of any change in market value of any such Indebtedness; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Indebtedness under the Indentures (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivc) designate enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness (other than obligations the making or offering to make of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” optional or “senior secured financing” (voluntary payment or prepayment thereon, or any comparable term) for repurchase or redemption thereof, or the purposes optional or voluntary defeasance or segregation of funds with respect thereto, the Company and its Subsidiaries are otherwise prohibited from doing under this SECTION 7.8; except optional or voluntary payments, prepayments, exchanges, redemptions, or repurchases in market transactions of Indebtedness under any Junior Financing DocumentationIndenture if before and, on a proforma basis after giving effect to such purchase, no Default or Event of Default shall exist.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to, or make any payment in violation of any subordination terms applicable to (any Junior Financing except as permitted by Section 8.6(f)of the foregoing, a “Restricted Debt Payment”) any Indebtedness that is subordinated in right of payment to the Loans (other than Indebtedness among any of the Borrower and its Restricted Subsidiaries) (each of the foregoing, “Restricted Indebtedness”) (in each case other than (w) a Permitted Refinancing thereof, (iix) an exchange of Capital Stock of Parent or Holdings to the holders of any Restricted Indebtedness for the cancellation of all or any portion of any such Restricted Indebtedness, as applicable, (y) with Capital Stock Net Cash Proceeds and (z) in any amounts if both immediately before and after giving effect thereto the Payment Conditions are satisfied, or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any such Restricted Indebtedness, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Second Lien Notes, Ratio Debt, Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt or any Indebtedness incurred pursuant to Section 8.02(p), (in each case, (x) other than pursuant to any amendment that is not materially adverse to the Lenders and in any event Permitted Refinancing thereof, (y) other than any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and or (Bii) does would not involve reasonably be expected to materially increase the payment obligations of the obligor or confer additional material rights on the holders of such Indebtedness in a consent fee and manner reasonably expected to be materially adverse to the interests of the Lenders or (yz) in other than such amendments, modifications, waivers, consents or other changes to any of the case terms of any Second Lien Indebtedness, is permitted pursuant such Indebtedness that could otherwise be made in accordance with the terms of the definition of Permitted Refinancing as if a refinancing of such Indebtedness was then to the applicable intercreditor agreementoccur even though no such refinancing of such Indebtedness occurs), (iiic) 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 Term Loan Agreement if such amendment, modification, waiver or other change is not permitted under the First Lien Intercreditor Agreement or (d) amend, modify, waive or otherwise change, or consent or agree to any Qualified Capital Stock amendment, modification, waiver or other change to, the terms of any preferred equity in a manner that would cause such Qualified Capital Stock (i) set the scheduled redemption date prior to become Disqualified Capital Stock; the date that is six months after the then Latest Maturity Date or (ivii) designate any Indebtedness (other than obligations allow the holders of the Loan Parties pursuant such preferred equity to redeem, at their option, prior to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for date that is six months after the purposes of any Junior Financing Documentationthen Latest Maturity Date.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make (other than an offer conditioned upon the Payment in Full or upon the requisite consent of the Lenders) any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness in an aggregate principal amount in excess of $25,000,000 during the term of the Revolving Facility (other than, subject to Section 7.18, (A) the refinancing thereof with any Junior Financing except as Indebtedness permitted by to be incurred under Section 8.6(f7.2 (provided such Indebtedness does not shorten the maturity date thereof), (B) the conversion or exchange of any such Indebtedness to Capital Stock of the Parent Borrower (other than Disqualified Capital Stock), including any issuance of such Capital Stock in respect of which the proceeds are applied to the payment of such Indebtedness, (C) repayments, redemptions, purchases, defeasances and other payments in respect of any such Indebtedness of any non-Loan Party; provided that payments referred to in this clause (C) shall only be permitted so long as after giving effect thereto, the Parent Borrower is in pro forma compliance with Section 7.1(a) and (D) prepayments of Indebtedness in the nature of revolving loan facilities, including Permitted Warehouse Facilities and Subscription Line Indebtedness); (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of Material Indebtedness (other than, subject to Section 7.18, any such amendment, modification, waiver or other change that either (A) (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee, or (B) taken as a whole, is not materially adverse to the Parent Borrower and its Subsidiaries, taken as whole, or the Lenders ); or (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing preferred stock of the Parent Borrower (other than any amendment that is not materially adverse than, subject to the Lenders and in any event Section 7.18, any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), either (A) (i) would extend the maturity scheduled redemption date or reduce the amount of any scheduled redemption payment of principal thereof or reduce the rate or extend any date for payment of interest dividends thereon and (Bii) does not involve the payment of a consent fee and or (yB) in the case of any Second Lien Indebtednesstaken as a whole, is permitted pursuant not materially adverse to the applicable intercreditor agreementParent Borrower and its Subsidiaries, taken as a whole, or the Lenders); provided, that, subject to Section 7.18, such actions described in clauses (a), (b) and (c) may be taken if and to the extent that the Parent Borrower determines in good faith that such action is reasonably necessary to permit it (or the REIT Entity) to satisfy the requirements applicable to REITs under the Code, so long as no Default pursuant to Section 8(a) or (f) shall have occurred and be continuing at the time of entering into such agreement to make such Investment or shall result therefrom. Notwithstanding the foregoing, this Section 7.8 shall not apply to (i) intercompany Indebtedness, (ii) Indebtedness incurred pursuant to Section 7.2(h) or (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms obligations of any Qualified Pledged Affiliate or Group Member whose Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; is owned directly or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentationindirectly by a Pledged Affiliate.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Notes or any Indebtedness incurred pursuant to Section 8.6(f8.2(h) (other than an exchange of Capital Stock of Holdings to the holders of the Notes or the holders of any Indebtedness incurred pursuant to Section 8.2(h) for the cancellation of all or any portion of the Notes or any Indebtedness incurred pursuant to Section 8.2(h), as applicable), or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Notes, (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing of the Notes or any of the terms of any Indebtedness incurred pursuant to Section 8.2(h) (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and thereon, (Bii) does not involve the payment of a consent fee and (yiii) in would not reasonably be expected to materially increase the case obligations of any Second Lien Indebtedness, is permitted the obligor or confer additional material rights on the holder of such Notes or on the holders of such Indebtedness incurred pursuant to the applicable intercreditor agreementSection 8.2(h), as applicable, in a manner reasonably expected to be materially adverse to the interests of the Administrative Agent or the Lenders) or (iiic) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock preferred equity in a manner that would cause such Qualified Capital Stock (i) set the scheduled redemption date prior to become Disqualified Capital Stock; the date that is six months after the date of final maturity of the Term Loans or (ivii) allow the holders of such preferred equity to redeem, at their option, prior to the date that is six months after the date of final maturity of the Term Loans or (d) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,Designated Senior Debt” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing DocumentationNote Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Subordinated Notes, if at the time a Default or Event of Default has occurred and is continuing; (b) make or offer to make any Junior Financing except as permitted by Section 8.6(f)optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to (i) the Additional Liquidity Facility, (ii) any Permitted Subordinated Indebtedness or (iii) any Indebtedness of a Loan Party incurred under Section 6.2(y) or Section 6.2(z) that is not secured as permitted under Section 6.3(z)(i), unless at the time no Default or Event of Default has occurred and is continuing and immediately after giving effect thereto (and any Indebtedness incurred in connection therewith, and the application of the proceeds thereof), the Leverage Ratio is not greater than 3.5 to 1.0; (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing (other than any amendment i) the Exit Facility Agreement or the Additional Liquidity Facility Agreement in a manner that is not materially adverse to the Lenders and in (ii) the Senior Subordinated Notes Indenture or any event document governing any Permitted Subordinated Indebtedness (other than any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Aa) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bb) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents Exit Facility Agreement and Second Lien Indebtedness and in each case any Permitted Refinancing thereofthis Agreement) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debtDesignated Senior Debt” or “senior secured financingGuarantor Senior Debt” (or any comparable termother defined term having similar purposes) for the purposes of the Senior Subordinated Notes Indenture or any Junior Financing Documentationdocument governing any Permitted Subordinated Indebtedness.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make (other than an offer conditioned upon the Payment in Full or upon the requisite consent of the Lenders) any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness in an aggregate principal amount in excess of $25,000,000 during the term of the Facility (other than, subject to Section 7.18, (A) the refinancing thereof with any Junior Financing except as Indebtedness permitted by to be incurred under Section 8.6(f7.2 (provided such Indebtedness does not shorten the maturity date thereof), (B) the conversion or exchange of any such Indebtedness to Capital Stock of the Borrower (other than Disqualified Capital Stock), including any issuance of such Capital Stock in respect of which the proceeds are applied to the payment of such Indebtedness, (C) repayments, redemptions, purchases, defeasances and other payments in respect of any such Indebtedness of any non-Loan Party; provided that payments referred to in this clause (C) shall only be permitted so long as after giving effect thereto, the Borrower is in pro forma compliance with Section 7.1(a) and (D) prepayments of Indebtedness in the nature of revolving loan facilities, including Permitted Warehouse Facilities and Subscription Line Indebtedness); (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of Material Indebtedness (other than, subject to Section 7.18, any such amendment, modification, waiver or other change that either (A) (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee, or (B) taken as a whole, is not materially adverse to the Borrower and its Subsidiaries, taken as whole, or the Lenders ); or (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing preferred stock of the Borrower (other than any amendment that is not materially adverse than, subject to the Lenders and in any event Section 7.18, any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), either (A) (i) would extend the maturity scheduled redemption date or reduce the amount of any scheduled redemption payment of principal thereof or reduce the rate or extend any date for payment of interest dividends thereon and (Bii) does not involve the payment of a consent fee and or (yB) in the case of any Second Lien Indebtednesstaken as a whole, is permitted pursuant not materially adverse to the applicable intercreditor agreementBorrower and its Subsidiaries, taken as a whole, or the Lenders); provided, that, subject to Section 7.18, such actions described in clauses (a), (b) and (c) may be taken if and to the extent that Borrower determines in good faith that such action is reasonably necessary to permit it (or the REIT Entity) to satisfy the requirements applicable to REITs under the Code, so long as no Default pursuant to Section 8(a) or (f) shall have occurred and be continuing at the time of entering into such agreement to make such Investment or shall result therefrom. Notwithstanding the foregoing, this Section 7.8 shall not apply to (i) intercompany Indebtedness, (ii) Indebtedness incurred pursuant to Section 7.2(h) or (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms obligations of any Qualified Pledged Affiliate or Group Member whose Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; is owned directly or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentationindirectly by a Pledged Affiliate.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as (A) pursuant to a Restricted Payments permitted by Section 8.6(f), (B) with the proceeds of a Permitted Refinancing of such Junior Financing, (C) the conversion of any Junior Financing to Capital Stock (other than Disqualified Capital Stock that is not permitted hereunder) or (D) so long as no Event of Default or Financial Covenant Event of Default has occurred and is continuing or would result therefrom, out of the Available Amount basket; provided that nothing in this Section 8 shall prohibit the Borrower or any Restricted Subsidiary from making any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defeasing or segregating funds with respect to any Junior Financing which is not subordinated in right of payment to the Facilities so long as the Borrower would be in compliance with the Financial Covenants after giving pro forma effect thereto; provided further that nothing in this Section 8 shall restrict the Group Members from repaying intercompany loans so long as such repayments are in accordance with the terms of the Intercompany Note, if applicable, or (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentation.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f)Subordinated Debt, provided that the Borrower may make any such payment, prepayment, repurchase or redemption with respect to any Subordinated Debt using Net Cash Proceeds received in connection with any issuance or sale of Capital Stock of the Borrower; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing (other than any amendment that is not materially adverse to Subordinated Debt if the Lenders and in any event any effect of such amendment, modification, waiver or other change that is to increase the interest rate on any Subordinated Debt, change (xto earlier dates) in the case any dates on which payments of principal or interest are due thereon, change any Junior Indebtedness event of default or condition to an event of default with respect thereto (other than Second Lien Indebtednessto eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), (A) would extend change the maturity redemption, prepayment or reduce defeasance provisions thereof, change the amount subordination provisions of any payment Subordinated Debt (or any guarantee thereof), or to increase materially the obligations of principal thereof the Borrower thereunder or reduce to confer any additional rights on the rate holders of any Subordinated Debt (or extend a trustee or other representative on their behalf) that would be adverse in any date for payment of interest thereon and (B) does not involve material respect to any Loan Party or the Lenders, or require the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stockfee; or (ivc) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingDesignated Senior Debt” (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing Documentationdocument governing any Subordinated Debt.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness under any Junior Financing except Indenture or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Company, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as permitted by Section 8.6(f), a result of any change in market value of any such Indebtedness; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Indebtedness under the Indentures (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivc) designate enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness (other than obligations the making or offering to make of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” optional or “senior secured financing” (voluntary payment or prepayment thereon, or any comparable term) for repurchase or redemption thereof, or the purposes optional or voluntary defeasance or segregation of funds with respect thereto, the Company and its Subsidiaries are otherwise prohibited from doing under this Section 7.8; except optional or voluntary payments, prepayments, exchanges, redemptions, or repurchases in market transactions of Indebtedness under any Junior Financing DocumentationIndenture if before and, on a proforma basis after giving effect to such purchase, no Default or Event of Default shall exist.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make (other than an offer conditioned upon the Payment in Full or upon the requisite consent of the Lenders) any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness in an aggregate principal amount in excess of $25,000,000 during the term of the Facility (other than (A) the refinancing thereof with any Junior Financing except as Indebtedness permitted by to be incurred under Section 8.6(f7.2 (provided such Indebtedness does not shorten the maturity date thereof), (B) the conversion or exchange of any such Indebtedness to Capital Stock of the Borrower (other than Disqualified Capital Stock), including any issuance of such Capital Stock in respect of which the proceeds are applied to the payment of such Indebtedness, (C) repayments, redemptions, purchases, defeasances and other payments in respect of any such Indebtedness of any non-Loan Party; provided that payments referred to in this clause (C) shall only be permitted so long as after giving effect thereto, the Borrower is in pro forma compliance with Section 7.1(a) and (D) prepayments of Indebtedness in the nature of revolving loan facilities, including Permitted Warehouse Facilities and Subscription Line Indebtedness); (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of Material Indebtedness (other than any such amendment, modification, waiver or other change that either (A) (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee, or (B) taken as a whole, is not materially adverse to the Borrower and its Subsidiaries, taken as whole, or the Lenders ); or (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing preferred stock of the Borrower (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), either (A) (i) would extend the maturity scheduled redemption date or reduce the amount of any scheduled redemption payment of principal thereof or reduce the rate or extend any date for payment of interest dividends thereon and (Bii) does not involve the payment of a consent fee and or (yB) in the case of any Second Lien Indebtednesstaken as a whole, is permitted pursuant not materially adverse to the applicable intercreditor agreementBorrower and its Subsidiaries, taken as a whole, or the Lenders); provided, that such actions described in clauses (a), (b) and (c) may be taken if and to the extent that Borrower determines in good faith that such action is reasonably necessary to permit it (or the REIT Entity) to satisfy the requirements applicable to REITs under the Code, so long as no Default pursuant to Section 8(a) or (f) shall have occurred and be continuing at the time of entering into such agreement to make such Investment or shall result therefrom. Notwithstanding the foregoing, this Section 7.8 shall not apply to (i) intercompany Indebtedness, (ii) Indebtedness incurred pursuant to Section 7.2(h) or (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms obligations of any Qualified Pledged Affiliate or Group Member whose Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; is owned directly or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentationindirectly by a Pledged Affiliate.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to, or make any payment in violation of any subordination terms applicable to (any of the foregoing, a “Restricted Debt Payment”), any Indebtedness that is subordinated in right of payment to the Loans (other than Indebtedness among any of the Borrower and its Restricted Subsidiaries) (each of the foregoing, “Restricted Indebtedness”) (in each case, other than (w) a Permitted Refinancing thereof, (x) an exchange of Capital Stock of Parent or Holdings to the holders of any Restricted Indebtedness for the cancellation of all or any portion of any such Restricted Indebtedness, (y) with the Available Amount and (z) with Capital Stock Net Cash Proceeds; provided that, if the Available Amount is utilized to make any Restricted Debt Payment, except in the case of any such Restricted Debt Payment made in reliance solely on clause (c) of the definition of “Available Amount”, (1) no Specified Event of Default shall have occurred and be continuing or shall result therefrom and (2) the Consolidated Senior Secured Leverage Ratio of the Borrower for the period of four consecutive fiscal quarters ending on the last day of the fiscal quarter for which financial statements and certificates required by Section 7.01(a) or (b) and Section 7.02(b) have been delivered or are available (and calculated giving pro forma effect to such Restricted Debt Payment and to any Junior Financing except other event occurring after such period as permitted by Section 8.6(f)to which pro forma recalculation is appropriate) shall not exceed 3.75 to 1.00, or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any such Restricted Indebtedness, (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Second Lien Notes, Ratio Debt, Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt or any Indebtedness incurred pursuant to Section 8.02(p) (in each case, (I) other than pursuant to any amendment that is not materially adverse to the Lenders and in any event Permitted Refinancing thereof, (II) other than any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and or (Bii) does would not involve reasonably be expected to materially increase the payment obligations of the obligor or confer additional material rights on the holders of such Indebtedness in a consent fee and manner reasonably expected to be materially adverse to the interests of the Lenders or (yIII) in other than such amendments, modifications, waivers, consents or other changes to any of the case terms of any Second Lien Indebtedness, is permitted pursuant such Indebtedness that could otherwise be made in accordance with the terms of the definition of Permitted Refinancing as if a refinancing of such Indebtedness was then to the applicable intercreditor agreementoccur even though no such refinancing of such Indebtedness occurs), (iiic) 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 Revolving Credit Facility Agreement if such amendment, modification, waiver or other change is not permitted under the First Lien Intercreditor Agreement or (d) amend, modify, waive or otherwise change, or consent or agree to any Qualified Capital Stock amendment, modification, waiver or other change to, the terms of any preferred equity in a manner that would cause such Qualified Capital Stock (i) set the scheduled redemption date prior to become Disqualified Capital Stock; the date that is six months after the then Latest Maturity Date or (ivii) designate any Indebtedness (other than obligations allow the holders of the Loan Parties pursuant such preferred equity to redeem, at their option, prior to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for date that is six months after the purposes of any Junior Financing Documentationthen Latest Maturity Date.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing Lien Indebtedness or Subordinated Indebtedness (except as permitted by Section 8.6(ffor Permitted Refinancings thereof plus the amount of premiums, penalties, accrued and unpaid interest and fees and expenses associated therewith), ; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Subordinated Indebtedness permitted under Section 6.01(t) or (y) or Junior Financing Lien Indebtedness permitted under Section 6.01(t) or (other than any amendment that is not materially adverse to y) (if the Lenders and in any event any effect of such amendment, modification, waiver or other change would be to (i) change to earlier dates the dates on which any payments of principal or interest are due thereon, (ii) increase the interest rate, or the portion thereof payable on a current basis in cash, applicable thereto, (iii) change the redemption, prepayment or defeasance provisions thereof, (iv) change the lien or payment subordination provisions thereof (or of any guaranty thereof or intercreditor arrangement with respect thereto), (v) materially change any collateral therefor (other than to release such collateral), (vi) shorten the maturity date therefor, or (vii) change any other term or provision thereof, if the effect of such change, together with all other changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness that (xwould be materially adverse to the Borrower, the Agent or the Lenders, without the prior written consent of the “Required Lenders” as defined in the Existing Facility Credit Agreement) except in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is as otherwise permitted pursuant to under the applicable intercreditor agreement), Collateral Agency and Intercreditor Agreement; (iiic) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that preferred stock of the Borrower if the effect of such amendment, modification, waiver or other change would be to cause such Qualified Capital Stock preferred stock to become Disqualified Capital Stock, without the prior written consent of the “Required Lenders” as defined in the Existing Facility Credit Agreement; or (ivd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Credit Documents or the “Loan Documents and Second Lien Indebtedness and Documents” (as defined in each case any Permitted Refinancing thereofthe Existing Facility Credit Agreement)) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentation.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Bridge Loans, the Senior Notes, any Junior Financing except subordinated Indebtedness or any Convertible Debentures (excluding, for the avoidance of doubt, the Existing Convertible Securities); provided, that so long as permitted by Section 8.6(f)no Default or Event of Default shall have occurred and be continuing or would result therefrom (i) during the term of this Agreement up to $140,000,000 of Net Cash Proceeds from the sale of Capital Stock or Trust Units of Holdings or the Parent may be utilized for such purposes in respect of the Senior Notes, any subordinated Indebtedness or any Convertible Debentures and (ii) the Bridge Loans may be refinanced with Net Cash Proceeds from the sale of Capital Stock or Trust Units of Holdings or the Parent or the issuance of Senior Notes or Convertible Debentures permitted to be issued hereunder; or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Bridge Loans or the Senior Notes, any Junior Financing (other than subordinated Indebtedness or any amendment Convertible Debentures in any manner that is not would be materially adverse to the Lenders and (other than, in any event each case, any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementthereon), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentation.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f)the Senior Subordinated Notes, (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing the Senior Subordinated Notes (other than any amendment that is not materially adverse to i) which amends, supplements, waives, or otherwise modifies the Lenders and in any event any such amendmentsubordination provisions contained therein, modification, waiver or other change that (xii) except as permitted by Section 8.2(f) (in the case of any Junior Indebtedness (other than Second Lien Indebtednessan increase in principal amount), (A) would extend which shortens the fixed maturity or reduce increases the principal amount of any payment of principal thereof of, or reduce increases the rate or extend any date for shortens the time of payment of interest thereon and (B) does not involve on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a consent fee and (y) date fixed for prepayment or by acceleration or otherwise of the Indebtedness evidenced by any Senior Subordinated Notes, or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement), connection therewith; (iii) amend, modify, waive which adds or otherwise change, or consent or agree relates to any amendment, modification, waiver material affirmative or other change to, negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Borrower or any of the terms of its Subsidiaries to any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stockmore onerous or more restrictive provisions; or (iv) which otherwise adversely affects the interests of the Lenders with respect to the Senior Subordinated Notes or the interests of the Lenders under this Agreement or any other Loan Document in any material respect; provided that this clause (b) of Section 8.9 shall not be deemed to restrict (x) the execution, delivery and performance of the First Supplemental Indenture, dated as of the Closing Date, to the Senior Subordinated Note Indenture, (y) the execution, delivery and performance of a supplemental indenture to the extent the amendment, modification or change effected pursuant thereto relates solely to the addition of a “Subsidiary Guarantor” (as defined in the Senior Subordinated Note Indenture) and related matters, pursuant to the terms of the Senior Subordinated Note Indenture or (z) the consummation of exchange offers in which “Exchange Notes” (as defined in the Senior Subordinated Note Indenture) are issued in exchange for any Senior Subordinated Notes; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingDesignated Senior Indebtedness” (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing Documentationthe Senior Subordinated Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Subordinated Notes (other than an exchange of Capital Stock of Holdings to the holders of the Senior Subordinated Notes for the cancellation of all or any Junior Financing except as permitted by Section 8.6(fportion of the Senior Subordinated Notes), or enter into any derivative or other transaction with any Derivatives Counterparty obligating Holdings, 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, (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing the Senior Subordinated Notes (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and thereon, (Bii) does not involve the payment of a consent fee and (yiii) would not reasonably be expected to materially increase the obligations of the obligor or confer additional material rights on the holder of such Senior Subordinated Notes in the case of any Second Lien Indebtedness, is permitted pursuant a manner reasonably expected to be materially adverse to the applicable intercreditor agreementinterests of the Administrative Agent or the Lenders), (iiic) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock the preferred Equity in a manner that would cause such Qualified Capital Stock (i) set the scheduled redemption date prior to become Disqualified Capital Stock; the date that is six months after the date of final maturity of the Term Loans or (ivii) allow the holders of such preferred Equity to redeem, at their option, prior to the date that is six months after the date of final maturity of the Term Loans or (d) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) "Designated Senior Debt" for the purposes of any Junior Financing Documentationthe Senior Subordinated Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f)the Subordinated Notes, (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing the Subordinated Notes (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) "Designated Senior Indebtedness" for the purposes of the Subordinated Note Indenture. . Transactions with Affiliates. Enter into any Junior Financing Documentationtransaction (other than such transactions between Non-Guarantor Subsidiaries), including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Borrower or any Subsidiary) unless such transaction is () otherwise permitted under this Agreement, () in the ordinary course of business of the Borrower or such Subsidiary, as the case may be, and () upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm's length transaction with a Person that is not an Affiliate. . Sales and Leasebacks. Enter into any arrangement with any Person providing for the leasing by the Borrower or any Subsidiary of real or personal property that has been or is to be sold or transferred by the Borrower or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or such Subsidiary.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f), the Senior Subordinated Notes; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (i) (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or thereof, reduce the rate or extend any date for payment of interest thereon or to add a subsidiary guarantor, provided that such subsidiary guarantor shall simultaneously become a Guarantor hereunder and (By) does not involve the payment of a consent fee and (yii) in does not involve the case consent of any Second Lien Indebtedness, is permitted pursuant to of the applicable intercreditor agreementholders of the Senior Subordinated Notes), ; (iiic) 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 Borrower's preferred stock (other than any Qualified Capital Stock such amendment, modification, waiver or other change that (i) would cause such Qualified Capital Stock to become Disqualified Capital Stockextend 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 fee); or (ivd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” "Designated Senior Indebtedness" (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing Documentationthe Senior Subordinated Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Notes (except that the Borrower may prepay, repurchase or redeem all of a portion of the Senior Registered Notes and Senior Unregistered Notes on or prior to the date which is 45 days following the Third Amendment Effective Date); (b) amend, modify, waive or otherwise change, or consent or agree to any Junior Financing except as permitted by Section 8.6(f)amendment, modification, waiver or other change to, any of the material terms of the Senior Notes or, the OpCo Notes or the OpCo Credit Agreement (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee); (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing redeemable preferred stock (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity scheduled redemption date or reduce the amount of any scheduled redemption payment of principal thereof or reduce the rate or extend any date for payment of interest dividends thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingDesignated Senior Indebtedness” (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing Documentationthe Senior Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. Except as otherwise set forth herein, Borrower will not, and will not permit any of its Subsidiaries to, (a) (i) Make make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Material Indebtedness; (b) amend, modify, waive or otherwise change, or consent or agree to any Junior Financing except as permitted by Section 8.6(f)amendment, modification, waiver or other change to, any of the terms of Material Indebtedness (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee); (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing preferred stock (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity scheduled redemption date or reduce the amount of any scheduled redemption payment of principal thereof or reduce the rate or extend any date for payment of interest dividends thereon and (Bii) does not involve the payment of a consent fee and fee); or (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement), (iiid) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any financial or negative covenants, or defaults or events of the terms default, in any Material Indebtedness that are more restrictive (in respect of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivLoan Party) designate any Indebtedness (other than obligations of those set forth in the Loan Parties pursuant Documents (and without prejudice to the foregoing, the Borrower will, and will cause its Subsidiaries to, execute and deliver such amendments (in form and substance reasonably satisfactory to the Required Lenders) to the Loan Documents and Second Lien Indebtedness and that the Administrative Agent or Required Lenders may require to incorporate such more restrictive (in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes respect of any Junior Financing DocumentationLoan Party) provisions into the Loan Documents.

Optional Payments and Modifications of Certain Debt Instruments. The Borrower will not, and will not permit any of its Subsidiaries to, (a) (i) Make make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Material Indebtedness; (b) amend, modify, waive or otherwise change, or consent or agree to any Junior Financing except as permitted by Section 8.6(f)amendment, modification, waiver or other change to, any of the terms of Material Indebtedness (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee); (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing preferred stock (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity scheduled redemption date or reduce the amount of any scheduled redemption payment of principal thereof or reduce the rate or extend any date for payment of interest dividends thereon and (Bii) does not involve the payment of a consent fee and fee); or (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement), (iiid) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any financial or negative covenants, or defaults or events of the terms default, in any Material Indebtedness that are more restrictive (in respect of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivLoan Party) designate any Indebtedness (other than obligations of those set forth in the Loan Parties pursuant Documents (and without prejudice to the foregoing, the Borrower will, and will cause its Subsidiaries to, execute and deliver such amendments (in form and substance reasonably satisfactory to the Required Lenders) to the Loan Documents and Second Lien Indebtedness and that the Administrative Agent or Required Lenders may require to incorporate such more restrictive (in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes respect of any Junior Financing DocumentationLoan Party) provisions into the Loan Documents.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness under any Junior Financing except Indenture or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Company, a Co-Borrower or any Subsidiary Guarantor to make payments to such Derivatives Counterparty as permitted by Section 8.6(f), a result of any change in market value of any such Indebtedness; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Indebtedness under the Indentures (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivc) designate enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness (other than obligations the making or offering to make of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” optional or “senior secured financing” (voluntary payment or prepayment thereon, or any comparable term) for repurchase or redemption thereof, or the purposes optional or voluntary defeasance or segregation of funds with respect thereto, the Company and its Subsidiaries are otherwise prohibited from doing under this Section 7.8; except optional or voluntary payments, prepayments, exchanges, redemptions, or repurchases in market transactions of Indebtedness under any Junior Financing DocumentationIndenture if before and, on a proforma basis after giving effect to such purchase, no Default or Event of Default shall exist.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Subordinated Notes or any Junior Financing Senior Unsecured Notes, except as permitted by under Section 8.6(f7.2(f) or 7.6(e) (as applicable), (iib) 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 Senior Subordinated Notes, the Senior Subordinated Note Indenture or the Senior Unsecured Notes or any Junior Financing indenture related thereto or any agreement relating to Indebtedness refinancing, renewals or extending any of the foregoing (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change pursuant to a refinancing of such Indebtedness permitted by Section 7.2(f) or that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iiic) amend, CREDIT AGREEMENT modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Stock (other than any Qualified Capital 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, (ii) does not involve the payment of a consent fee, (iii) converts such Preferred Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; into common shares of either Holdings or the Borrower or (iv) is not otherwise adverse to the interests of the Lenders) or (d) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofthe Senior Unsecured Notes) as “senior debt,Designated Senior Indebtedness” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentationthe Senior Subordinated Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Notes or any Indebtedness incurred pursuant to Section 8.6(f8.2(h) or Section 8.2(p) (other than an exchange of Capital Stock of Holdings to the holders of the Notes or the holders of any Indebtedness incurred pursuant to Section 8.2(h) or Section 8.2(p) for the cancellation of all or any portion of the Notes or any Indebtedness incurred pursuant to Section 8.2(h) or Section 8.2(p), as applicable), or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Notes, (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing of the Notes or any of the terms of any Indebtedness incurred pursuant to Section 8.2(h) or Section 8.2(p) (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and thereon, (Bii) does not involve the payment of a consent fee and (yiii) in would not reasonably be expected to materially increase the case obligations of any Second Lien Indebtedness, is permitted the obligor or confer additional material rights on the holder of such Notes or on the holders of such Indebtedness incurred pursuant to the applicable intercreditor agreementSection 8.2(h) or Section 8.2(p), as applicable, in a manner reasonably expected to be materially adverse to the interests of the Administrative Agent or the Lenders) or (iiic) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock preferred equity in a manner that would cause such Qualified Capital Stock (i) set the scheduled redemption date prior to become Disqualified Capital Stock; the date that is six months after the Scheduled Maturity Date or (ivii) allow the holders of such preferred equity to redeem, at their option, prior to the date that is six months after the Scheduled Maturity Date or (d) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second the First Lien Indebtedness and in each case any Permitted Refinancing thereofLoan Documents) as “senior debt,Designated Senior Debt” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing DocumentationNote Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f)the Senior Subordinated Notes, (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing the Senior Subordinated Notes (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iiic) 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 Preferred Stock or the Certificate of Designation (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any Qualified Capital 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 fee); provided that the Borrower shall not be prohibited hereby from decreasing, eliminating or reclassifying any authorized but unissued shares of Preferred Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,Designated Senior Indebtedness” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentationthe Senior Subordinated Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f), the Senior Unsecured Notes or (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing the Senior Unsecured Notes (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver technical corrections or other change that modifications) (xi) except as permitted by Section 8.2(f) (in the case of any Junior Indebtedness (other than Second Lien Indebtednessan increase in principal amount), (A) would extend which shortens the fixed maturity or reduce increases the principal amount of any payment of principal thereof of, or reduce increases the rate or extend any date for shortens the time of payment of interest thereon and (B) does not involve on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a consent fee date fixed for prepayment or by acceleration or otherwise of the Indebtedness evidenced by any Senior Unsecured Notes, or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; (ii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Borrower or any of its Subsidiaries to any more onerous or more restrictive provisions; or (iii) which otherwise adversely affects the interests of the Lenders with respect to the Senior Unsecured Notes or the interests of the Lenders under this Agreement or any other Loan Document in any material respect; provided that this clause (b) of Section 8.9 shall not be deemed to restrict (x) the execution, delivery and performance of the First Supplemental Indenture, dated as of the Closing date, to the Senior Unsecured Note Indenture, (y) the execution, delivery and performance of a supplemental indenture to the extent the amendment, modification or change effected pursuant thereto relates solely to the addition of a “Subsidiary Guarantor” (as defined in the case of any Second Lien IndebtednessSenior Unsecured Note Indenture) and related matters, is permitted pursuant to the applicable intercreditor agreement), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any terms of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; Senior Unsecured Note Indenture or (ivz) designate any Indebtedness (other than obligations the consummation of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and exchange offers in each case any Permitted Refinancing thereof) as which “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingExchange Notes” (or as defined in the Senior Unsecured Note Indenture) are issued in exchange for any comparable term) for the purposes of any Junior Financing DocumentationSenior Unsecured Notes.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease the Convertible Notes, in accordance with the Convertible Notes Documents, or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(ffor (x) payments in the aggregate pursuant to this clause (i) not to exceed the Available Amount during the term of this Agreement, (y) the refinancing thereof with the Net Cash Proceeds of any Permitted Refinancing of any of the foregoing or any Indebtedness (other than Indebtedness that is owed to the Borrower or any Restricted Subsidiary) or Permitted Convertible Notes Refinancing and (z) the conversion of the Convertible Notes, in accordance with the Convertible Notes Documents to Qualified Capital Stock, or the conversion of any Junior Financing to Qualified Capital Stock; provided that, in the case of (x), no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Available Amount Condition has been met; and (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Convertible Notes Documents or any Junior Financing (other than (x) any amendment amendment, modification, waiver or other change that is not materially adverse to interests of the Lenders and (y) in any event all events, any such amendment, modification, waiver or other change that (x) in the case of the Convertible Notes Documents or any Junior Indebtedness (other than Second Lien Indebtedness), (A) would would, exclusively, extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementthereon), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentation.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to, or make any payment in violation of any subordination terms applicable to, any Indebtedness incurred pursuant to any Junior Financing except as permitted by Section 8.6(f8.02(h), Section 8.02(p) or Section 8.02(q) (iiother than an exchange of Capital Stock of Parent or Holdings to the holders of any Indebtedness incurred pursuant to Section 8.02(h), Section 8.02(p) or Section 8.02(q) for the cancellation of all or any portion of any Indebtedness incurred pursuant to Section 8.02(h), Section 8.02(p) or Section 8.02(q), as applicable, and other than with the Available Amount and Capital Stock Net Cash Proceeds), or enter into any derivative or other transaction with any Derivatives Counterparty obligating the 104 Borrower or any Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any such Indebtedness, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Indebtedness incurred pursuant to Section 8.02(h), Section 8.02(p) or Section 8.02(q) (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and or (Bii) does would not involve reasonably be expected to materially increase the payment obligations of a consent fee and (y) in the case obligor or confer additional material rights on the holders of any Second Lien Indebtedness, is permitted such Indebtedness incurred pursuant to the applicable intercreditor agreementSection 8.02(h), Section 8.02(p) or Section 8.02(q), as applicable, in a manner reasonably expected to be materially adverse to the interests of the Administrative Agent or the Lenders) or (iiic) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock preferred equity in a manner that would cause such Qualified Capital Stock (i) set the scheduled redemption date prior to become Disqualified Capital Stock; the date that is six months after the then Latest Maturity Date or (ivii) allow the holders of such preferred equity to redeem, at their option, prior to the date that is six months after the then Latest Maturity Date or (d) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,Designated Senior Debt” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing DocumentationPermitted Unsecured Refinancing Debt.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f), the Senior Unsecured Notes or (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing the Senior Unsecured Notes (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver technical corrections or other change that modifications) (xi) except as permitted by Section 8.2(f) (in the case of any Junior Indebtedness (other than Second Lien Indebtednessan increase in principal amount), (A) would extend which shortens the fixed maturity or reduce increases the principal amount of any payment of principal thereof of, or reduce increases the rate or extend any date for shortens the time of payment of interest thereon and (B) does not involve on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a consent fee date fixed for prepayment or by acceleration or otherwise of the Indebtedness evidenced by any Senior Unsecured Notes, or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith; (ii) which adds or relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Borrower or any of its Subsidiaries to any more onerous or more restrictive provisions; or (iii) which otherwise adversely affects the interests of the Lenders with respect to the Senior Unsecured Notes or the interests of the Lenders under this Agreement or any other Loan Document in any material respect; provided that this clause (b) of Section 8.9 shall not be deemed to restrict (x) the execution, delivery and performance of the First Supplemental Indenture, dated as of the Original Closing date, to the Senior Unsecured Note Indenture, (y) the execution, delivery and performance of a supplemental indenture to the extent the amendment, modification or change effected pursuant thereto relates solely to the addition of a “Subsidiary Guarantor” (as defined in the case of any Second Lien IndebtednessSenior Unsecured Note Indenture) and related matters, is permitted pursuant to the applicable intercreditor agreement), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any terms of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; Senior Unsecured Note Indenture or (ivz) designate any Indebtedness (other than obligations the consummation of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and exchange offers in each case any Permitted Refinancing thereof) as which “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingExchange Notes” (or as defined in the Senior Unsecured Note Indenture) are issued in exchange for any comparable term) for the purposes of any Junior Financing DocumentationSenior Unsecured Notes.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(fDebt (collectively “Restricted Debt Payments”), except for: (i) Permitted Refinancings; (ii) [reserved]; (iii) Restricted Debt Payments in an aggregate amount not to exceed: (A) $25,000,000, plus (B) $25,000,000, minus the amount of Restricted Payments made in reliance on Section 8.6(m), minus the amount of any Investments made in reliance on Section 8.7(e)(ii); and (iv) additional Restricted Debt Payments so long as, after giving effect thereto on a pro forma basis, the Total Net Leverage Ratio does not exceed 2.25 to 1.00; provided, that, no Default or Event of Default has occurred and is continuing or would result therefrom; (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Debt (other than any amendment that is not materially adverse to the Lenders and in Lenders, it being agreed that any event any such amendment, modification, waiver or other change that (x) that, in the case of any Junior Indebtedness (other than Second Lien Indebtedness)Debt, (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does is not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant materially adverse to the applicable intercreditor agreementLenders), (iii) ; or amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; and (c) amend, modify, waive or (iv) designate otherwise change, or consent or agree to any Indebtedness (amendment, modification, waiver or other than obligations change to, any of the terms of any Organizational Document of any Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (Party or any comparable term) for the purposes of any Junior Financing Documentation.Pledged Company if such amendment, modification, waiver or change could reasonably be expected to have a Material Adverse Effect. 8.9

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness under any Junior Financing except Indenture or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Company, a Co-Borrower or any Subsidiary to make payments to such Derivatives Counterparty as permitted by Section 8.6(f), a result of any change in market value of any such Indebtedness; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Indebtedness under the Indentures (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivc) designate enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness (other than obligations the making or offering to make of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” optional or “senior secured financing” (voluntary payment or prepayment thereon, or any comparable term) for repurchase or redemption thereof, or the purposes optional or voluntary defeasance or segregation of funds with respect thereto, the Company and its Subsidiaries are otherwise prohibited from doing under this Section 7.8; except optional or voluntary payments, prepayments, exchanges, redemptions, or repurchases in market transactions of Indebtedness under any Junior Financing DocumentationIndenture if before and, on a proforma basis after giving effect to such purchase, no Default or Event of Default shall exist.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make (other than an offer conditioned upon the Payment in Full or upon the requisite consent of the Lenders) any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to (x) secured Indebtedness in an aggregate principal amount in excess of $25,000,000 during the term of the Revolving Facility (other than, subject to Section 7.18, (A) the refinancing thereof with any Junior Financing except as Indebtedness permitted by to be incurred under Section 8.6(f7.2 (provided such Indebtedness does not shorten the maturity date thereof), (B) the conversion or exchange of any such Indebtedness to Capital Stock of the Parent Borrower (other than Disqualified Capital Stock), including any issuance of such Capital Stock in respect of which the proceeds are applied to the payment of such Indebtedness, (C) repayments, redemptions, purchases, defeasances and other payments in respect of any such Indebtedness of any non-Loan Party; provided that payments referred to in this clause (C) shall only be permitted so long as after giving effect thereto, the Parent Borrower is in pro forma compliance with Section 7.1(a) and (D) prepayments of Indebtedness in the nature of revolving loan facilities, including Permitted Warehouse Facilities and Subscription Line Indebtedness), (y) unsecured Indebtedness and (z) preferred Capital Stock or any trust preferred security of the Parent Borrower or any of its Subsidiaries; (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of Material Indebtedness (other than, subject to Section 7.18, any such amendment, modification, waiver or other change that either (A) (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee, or (B) taken as a whole, is not materially adverse to the Parent Borrower and its Subsidiaries, taken as whole, or the Lenders ); or (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing preferred stock of the Parent Borrower (other than any amendment that is not materially adverse than, subject to the Lenders and in any event Section 7.18, any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), either (A) (i) would extend the maturity scheduled redemption date or reduce the amount of any scheduled redemption payment of principal thereof or reduce the rate or extend any date for payment of interest dividends thereon and (Bii) does not involve the payment of a consent fee and or (yB) in the case of any Second Lien Indebtednesstaken as a whole, is permitted pursuant not materially adverse to the applicable intercreditor agreementParent Borrower and its Subsidiaries, taken as a whole, or the Lenders); provided, that, subject to Section 7.18, such actions described in clauses (a), (b) and (c) may be taken if and to the extent that the Parent Borrower determines in good faith that such action is reasonably necessary to permit it (or the REIT Entity) to satisfy the requirements applicable to REITs under the Code, so long as no Default pursuant to Section 8(a) or (f) shall have occurred and be continuing at the time of entering into such agreement to make such Investment or shall result therefrom. Notwithstanding the foregoing, this Section 7.8 shall not apply to (i) intercompany Indebtedness, or (ii) Indebtedness incurred pursuant to Section 7.2(h) or (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms obligations of any Qualified Pledged Affiliate or Group Member whose Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; is owned directly or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentationindirectly by a Pledged Affiliate.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as Indebtedness under the 8-1/8% Note Indenture and unless permitted by under Section 8.6(f7.7(e), the 8-1/2% Note Indenture or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Company, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any such Indebtedness; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Indebtedness under the Indentures (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee fee); or (c) enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness the making or offering to make of any optional or voluntary payment or prepayment thereon, or any repurchase or redemption thereof, or the optional or voluntary defeasance or segregation of funds with respect thereto, the Company and its Subsidiaries are otherwise prohibited from doing under this Section 7.8. 66 61 7.9. Transactions with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (yother than the Company, the Borrower or any Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the case ordinary course of any Second Lien Indebtednessbusiness of the relevant Group Member, is permitted pursuant and (c) upon fair and reasonable terms no less favorable to the applicable intercreditor agreement)relevant Group Member, (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock than it would obtain in a comparable arm's length transaction with a Person that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentationis not an Affiliate.

Optional Payments and Modifications of Certain Debt Instruments. The Borrower will not, and will not permit any of its Subsidiaries to, (a) (i) Make make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Notes (other than with the net cash proceeds of any Junior Financing except as permitted offerings of Equity Interests or refinancing, refunding, renewal or extension of such indebtedness (without increasing (other than by Section 8.6(fthe costs, fees, and expenses and by accrued and unpaid interests and premium paid in connection with any such refinancing, renewal or extension), or shortening the maturity of, the principal amount thereof)) if at the time of and immediately after effect has been given to such proposed action, an Event of Default shall occur and be continuing (iior, based on pro forma financial reports after giving effect to the proposed action and any concurrent repayment of debt, would reasonably be expected to occur); or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing (other than any amendment that is not materially adverse to the Lenders and in any event any Senior Notes if the effect of such amendment, modification, waiver or other change that would be to (xi) in shorten the case scheduled maturity date of any Junior Indebtedness (the Senior Notes or such other than Second Lien Indebtedness)indebtedness, (Aii) would extend increase the maturity frequency or reduce the amount of any amortization payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement)thereunder, (iii) amendimpose a financial maintenance covenant, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate reduce the maximum principal amount of Secured Obligations permitted to be secured under the indentures governing the Senior Notes without triggering the equal and ratable provisions thereof or (v) impose any Indebtedness (other than obligations restriction or event of the Loan Parties pursuant default which is not also being offered to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing DocumentationLenders concurrently.

Optional Payments and Modifications of Certain Debt Instruments. Notwithstanding Sections 6.08(b) and 6.11, no Loan Party will (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Notes or take any Junior Financing except as action to effect any of the foregoing; provided, however, that the (i) US Borrower shall be permitted by to redeem or prepay the Senior Notes from the proceeds of a public offering of the US Borrower’s or Holdings’ common stock to the extent permitted under the “equity clawback” provision set forth in (x) Section 8.6(f)5 of the Second Lien Senior Notes Indenture or (y) Section 5 of the Third Lien Senior Notes Indenture and (ii) the US Borrower shall be permitted to redeem or prepay the Senior Notes so long as, (iix) both before and after giving effect to any such redemption or prepayment, the Aggregate Availability exceeds $50,000,000 and (y) the Revolving Commitments remain undrawn other than with respect to Letters of Credit; or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Senior Notes Indentures, the Second Lien Registration Rights Agreement or any Junior Financing other material agreement relating to any thereof (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (xA) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof of the Senior Notes or reduce the rate or extend any date for payment of interest thereon thereon, (ii) would add additional guarantors as contemplated therein as of the Effective Date, or (iii) would have the sole purpose of making a covenant contained in the Senior Notes Indentures less restrictive than the corresponding covenant contained herein and (B) in each such case, does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentation.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f), the Senior Notes or the 2008 Senior Exchangeable Notes; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing the Senior Notes or the 2008 Senior Exchangeable Notes (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and thereon); or (Bc) does not involve the payment make or offer to make any payment, prepayment, repurchase or redemption of a consent fee and or otherwise optionally or voluntarily defease or segregate funds (ywhether scheduled or voluntary) in the case of with respect to principal or interest on (i) any Second Lien Indebtedness, Indebtedness which is permitted pursuant subordinate to the applicable intercreditor agreement)Obligations (ii) the 2011 Senior Unsecured Notes, (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; Additional Senior Unsecured Notes or (iv) designate the Revolving Credit Facility, in any Indebtedness (other than obligations case, if a Default or an Event of Default has occurred and is continuing; provided, however, the Loan Parties pursuant to Borrower may make such mandatory prepayments or redemptions expressly set forth in the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentation2012 Senior Unsecured Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Windx Xxxx Xxxior Subordinated Notes, the Exchange Notes or any Junior Financing except Refinancing Subordinated Debt; provided that the Borrower may refinance or defease the Windx Xxxx Xxxior Subordinated Notes or the Exchange Notes as permitted contemplated by Section 8.6(f)this Agreement, (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing the Windx Xxxx Xxxior Subordinated Notes or the Exchange Notes or the Refinancing Subordinated Debt, (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iiic) 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 Preferred Stock (other than any Qualified Capital Stock such amendment, modification, waiver or other change that (i) would cause such Qualified Capital Stock to become Disqualified Capital Stock; 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 fee) or (ivd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) "Designated Senior Indebtedness" for the purposes of the Exchange Note Indenture or any Junior Financing DocumentationRefinancing Subordinated Debt.

Optional Payments and Modifications of Certain Debt Instruments. (a) Except pursuant to (i) Make Permitted Refinancings to the extent permitted by Section 8.2(j) or Permitted Payments to the extent permitted by Section 8.6(d), make or offer to make any optional or voluntary payment, prepayment (including mandatory prepayment), repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as indebtedness of any Group Member (other than indebtedness permitted by Section 8.6(f8.2(a), (iib), (e) and (h) (to the extent such prepayment, repurchase or repurchase is in connection with a Permitted Refinancing), (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Borrower Indenture or any Subordinated Debt (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a thereon; provided, that, any consent fee and (y) paid in the case of any Second Lien Indebtedness, connection therewith is permitted pursuant to the applicable intercreditor agreementon customary market terms), (iiic) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock of any Group Member that is preferred stock (other than any such amendment, modification, waiver or other change that would cause such Qualified Capital Stock to become Disqualified Capital Stockextend 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; provided, that, any consent fee paid in connection therewith is on customary market terms) or (ivd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingDesignated Senior Indebtedness” (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing DocumentationBorrower Indenture, the Senior Note Indenture or any Subordinated Debt Agreement.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness under any Junior Financing except Indenture or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Company, the Borrower or any Subsidiary Guarantor to make payments to such Derivatives Counterparty as permitted by Section 8.6(f), a result of any change in market value of any such Indebtedness; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Indebtedness under the Indentures (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivc) designate enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness (other than obligations the making or offering to make of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” optional or “senior secured financing” (voluntary payment or prepayment thereon, or any comparable term) for repurchase or redemption thereof, or the purposes optional or voluntary defeasance or segregation of funds with respect thereto, the Company and its Subsidiaries are otherwise prohibited from doing under this Section 7.8; except optional or voluntary payments, prepayments, exchanges, redemptions, or repurchases in market transactions of Indebtedness under any Junior Financing Documentation.Indenture if before and, on a proforma basis after giving effect to such purchase, no Default or Event of Default shall exist. 084421 000400 DALLAS 2675603.7 [Eighth Amended and Restated Credit Agreement]

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease the Convertible Notes, in accordance with the Convertible Notes Documents, or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(ffor (x) payments in the aggregate pursuant to this clause (i) not to exceed the Available Amount during the term of this Agreement, (y) the refinancing thereof with (i) the Net Cash Proceeds of any Permitted Refinancing of any of the foregoing or (ii) any Indebtedness (other than Indebtedness that is owed to the BorrowerParent or any Restricted Subsidiary) xxxxx, (iii) solely in the case of the Convertible Notes, a Permitted Convertible Notes Refinancing and (z) the conversion of the Convertible Notes, in accordance with the Convertible Notes Documents to Qualified Capital Stock, or the conversion of any Junior Financing to Qualified Capital Stock of the Parent; provided that, in the case of preceding clause (x), no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Available Amount Condition has been met; and (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Convertible Notes Documents or the terms and conditions of any documents or instrument governing or evidencing any Junior Financing (other than (x) any amendment amendment, modification, waiver or other change that is not materially adverse to interests of the Lenders and (y) in any event all events, any such amendment, modification, waiver or other change that (x) in the case of the Convertible Notes Documents or any documents or instruments governing or evidencing any Junior Indebtedness (other than Second Lien Indebtedness), (A) would would, exclusively, extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon thereon). Notwithstanding anything in this Agreement and (B) does not involve for the payment avoidance of a consent fee and (y) in the case of doubt, any Second Lien Indebtedness, is permitted pursuant amendments or modifications made to the applicable intercreditor agreement), (iii) amend, modify, waive or otherwise change, or consent or agree to “call spread” set out in any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant Hedge Agreements relating to the Loan Convertible Notes Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” on or “senior secured financing” (or any comparable term) for after the purposes of any Junior Financing DocumentationThird Amendment Effective Date shall not be prohibited by this Section 7.7.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness under any Junior Financing except Indenture or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Subsidiary Guarantor to make payments to such Derivatives Counterparty as permitted by Section 8.6(f), a result of any change in market value of any such Indebtedness; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Indebtedness under the Indentures (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivc) designate enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness (other than obligations the making or offering to make of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” optional or “senior secured financing” (voluntary payment or prepayment thereon, or any comparable term) for repurchase or redemption thereof, or the purposes optional or voluntary defeasance or segregation of funds with respect thereto, the Borrower and its Subsidiaries are otherwise prohibited from doing under this Section 7.8, except that any Junior Financing Documentation.Group Member may:

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as permitted by Section 8.6(f), the Senior Subordinated Notes; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (i) (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or thereof, reduce the rate or extend any date for payment of interest thereon or to add a subsidiary guarantor, provided that such subsidiary guarantor shall simultaneously become a Guarantor hereunder and (By) does not involve the payment of a consent fee and (yii) in does not involve the case consent of any Second Lien Indebtedness, is permitted pursuant to of the applicable intercreditor agreementholders of the Senior Subordinated Notes), ; (iiic) 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 Borrower's preferred stock (other than any Qualified Capital Stock such amendment, modification, waiver or other change that (i) would cause such Qualified Capital Stock to become Disqualified Capital Stockextend 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 fee); or (ivd) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financingDesignated Senior Indebtedness” (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing Documentationthe Senior Subordinated Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Subordinated Notes or any Junior Financing except subordinated debt incurred pursuant to Section 7.2(g) (provided that Senior Subordinated Notes may be repurchased so long as permitted by Section 8.6(f)(i) before and after giving effect to such repurchase, no Default or Event of Default shall have occurred or be continuing, (ii) after giving effect to such repurchase, the Consolidated Leverage Ratio for the most recently completed four fiscal quarters of the Borrower is not more than 4:00 to 1:00, and (iii) the aggregate principal amount of such repurchases shall not exceed the sum of (A) $25,000,000, plus (B) the aggregate amount of Excess Cash Flow that is not required to prepay the Term Loans); (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or any of the terms of any subordinated debt incurred pursuant to Section 7.2(g) (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon or (ii) make the provisions thereof, in the opinion of the Agents, less restrictive to the Borrower or its Subsidiaries and, in the case of each of clause (i) and (ii), does not involve the payment of a consent fee in excess of $5,000,000); (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Disqualified Capital Stock (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity scheduled redemption date or reduce the amount of any scheduled redemption payment of principal thereof or reduce the rate or extend any date for payment of interest dividends thereon or (ii) make the provisions thereof, in the opinion of the Agents, less restrictive to the Borrower or its Subsidiaries and, in the case of each of clause (i) and (B) ii), does not involve the payment of a consent fee and (y) in the case excess of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement$5,000,000), or (iiid) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Permitted Investor Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant any such amendment, modification, waiver or other change that would not reasonably be expected to be materially adverse to the Loan Documents rights and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentation.interests of

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of of, or otherwise voluntarily or optionally or voluntarily defease defease, any Subordinated Debt, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with respect any Derivatives Counterparty obligating Holdings, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any Junior Financing except as permitted by Section 8.6(f)change in market value of any Subordinated Debt, (iib) amend, modify, waive modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Subordinated Debt, if such modification would (i) increase the principal amount thereof (other than any amendment that is not materially adverse such increase in principal amount arising from interest payments paid in kind), (ii) increase the interest rate payable in cash, (iii) reduce the ability of Holdings to pay interest in kind, (iv) shorten the maturity thereof, (v) make the subordination terms thereof less favorable to the Lenders and in Lenders, (vi) require Holdings to maintain compliance with any event financial covenants, whether compliance with such covenants is required at all times or is tested only at the end of any fiscal period, (vii) provide for any default under such amendment, modification, waiver or other change that (x) Subordinated Debt in the case of a Default or Event of Default under this Agreement or (viii) prohibit, restrict or limit the ability of Holdings to act, or refrain from acting, in a manner permitted by this Agreement or (c) amend its certificate of incorporation in any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend manner reasonably determined by the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant Borrower to be adverse to the applicable intercreditor agreement), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing DocumentationLenders.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make (other than an offer conditioned upon the Payment in Full or upon the requisite consent of the Lenders) any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness in an aggregate principal amount in excess of $25,000,000 during the term of the Revolving Facility (other than (A) the refinancing thereof with any Junior Financing except as Indebtedness permitted by to be incurred under Section 8.6(f7.2 (provided such Indebtedness does not shorten the maturity date thereof), (B) the conversion or exchange of any such Indebtedness to Capital Stock of the Parent Borrower (other than Disqualified Capital Stock), including any issuance of such Capital Stock in respect of which the proceeds are applied to the payment of such Indebtedness, (C) repayments, redemptions, purchases, defeasances and other payments in respect of any such Indebtedness of any non-Loan Party; provided that payments referred to in this clause (C) shall only be permitted so long as after giving effect thereto, the Parent Borrower is in pro forma compliance with Section 7.1(a) and (D) prepayments of Indebtedness in the nature of revolving loan facilities, including Permitted Warehouse Indebtedness); (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of Material Indebtedness (other than any such amendment, modification, waiver or other change that either (A) (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee, or (B) taken as a whole, is not materially adverse to the Parent Borrower and its Subsidiaries, taken as whole, or the Lenders ); or (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing preferred stock of the Parent Borrower (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), either (A) (i) would extend the maturity scheduled redemption date or reduce the amount of any scheduled redemption payment of principal thereof or reduce the rate or extend any date for payment of interest dividends thereon and (Bii) does not involve the payment of a consent fee and or (yB) in the case of any Second Lien Indebtednesstaken as a whole, is permitted pursuant not materially adverse to the applicable intercreditor agreementParent Borrower and its Subsidiaries, taken as a whole, or the Lenders); provided, that such actions described in clauses (a), (b) and (c) may be taken if and to the extent that the Parent Borrower determines in good faith that such action is reasonably necessary to permit it (or the REIT Entity) to satisfy the requirements applicable to REITs under the Code, so long as no Default pursuant to Section 8(a) or (f) shall have occurred and be continuing at the time of entering into such agreement to make such Investment or shall result therefrom. Notwithstanding the foregoing, this Section 7.8 shall not apply to (i) intercompany Indebtedness, (ii) Indebtedness incurred pursuant to Section 7.2(h) or (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms obligations of any Qualified Pledged Affiliate or Group Member whose Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; is owned directly or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentationindirectly by a Pledged Affiliate.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness under any Junior Financing except Indenture or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Company, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as permitted by Section 8.6(f), a result of any change in market value of any such Indebtedness; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Indebtedness under the Indentures (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivc) designate enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness (other than obligations the making or offering to make of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” optional or “senior secured financing” (voluntary payment or prepayment thereon, or any comparable term) for repurchase or redemption thereof, or the purposes optional or voluntary defeasance or segregation of any Junior Financing Documentation.funds with respect thereto, the Company and its Subsidiaries are otherwise prohibited from doing under this Section 7.8; except:

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Second Lien Notes (other than any Junior Financing except such repurchase or redemption pursuant to a mandatory disposition pursuant to and in accordance with Gaming Laws or as permitted by Section 8.6(fa result of an Asset Sale Offer or Excess Loss Proceeds Offer in accordance with the Senior Second Lien Indenture), (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing the Senior Second Lien Note Indenture or the Senior Second Lien Notes (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivc) designate (or permit any other Person to designate) any Indebtedness (other than obligations of the Loan Parties a Group Member pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereofDocuments) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debtFirst Lien Obligations” or “senior secured financingAdditional Permitted Senior Debt Obligations” (or any comparable termother defined term having a similar purpose) for the purposes of any Junior Financing Documentationthe Intercreditor Agreement or the Senior Second Lien Note Indenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Indebtedness under any Junior Financing except Indenture or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Subsidiary Guarantor to make payments to such Derivatives Counterparty as permitted by Section 8.6(f), a result of any change in market value of any such Indebtedness; (iib) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Indebtedness under the Indentures (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (Ai) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (Bii) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreementfee), (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (ivc) designate enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any Indebtedness (other than obligations the making or offering to make of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” optional or “senior secured financing” (voluntary payment or prepayment thereon, or any comparable term) for repurchase or redemption thereof, or the purposes optional or voluntary defeasance or segregation of funds with respect thereto, the Borrower and its Subsidiaries are otherwise prohibited from doing under this Section 7.8; except optional or voluntary payments, prepayments, exchanges, redemptions, or repurchases in market transactions of Indebtedness under any Junior Financing DocumentationIndenture if before and, on a pro forma basis after giving effect to such purchase, no Default or Event of Default shall exist.

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing except as Indebtedness permitted by Section 8.6(f9.2, other than (i) any First Lien Obligations and Second Lien Obligations, (ii) the Capital Lease Obligations referred to in Section 9.2(i) or (iii) prepayment of the OTC Long Term Note Indebtedness solely (x) with the proceeds of Indebtedness permitted under Section 9.2(g)(ii), (iiiii) or (iv) and (y) on or about the Restatement Effective Date, with the proceeds of the PowerTel Blocked Account; (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing Indebtedness permitted by Section 9.2 (other than Indebtedness pursuant to any amendment Loan Document or amendments necessary to permit the prepayment of the Capital Lease Obligations referred to in Section 9.2(i)) that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend shorten the maturity or reduce increase the amount of any payment of principal thereof or reduce the rate of interest thereon or extend shorten any date for payment of interest thereon and (B) does not involve the payment of a consent fee and (y) in the case of or that would be otherwise adverse to any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement), Facility Lender or any other Second Lien Secured Party; or (iiic) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stockthe First Lien Facilities, except as permitted by Section 2.24 and Section 14.7(a); or (ivd) designate make any payment (whether constituting principal, interest or otherwise and whether voluntary, mandatory or scheduled) on or with respect to Indebtedness permitted under Section 9.2(j) (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and interest paid in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” kind or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentationwhich has accreted).

Optional Payments and Modifications of Certain Debt Instruments. (a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing (other than intercompany Indebtedness) except for (A) Permitted Refinancings and (B) cash payments in lieu of issuing fractional shares in connection with the conversion or exchange of any Convertible Debt, and (C) payments in the aggregate pursuant to this clause (i)(C) not to exceed the Available Amount during the term of this Agreement; provided that in the case of this clause (i)(C) (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (y) after giving pro forma effect to any such payment, the Consolidated Leverage Ratio shall not exceed 4.00 to 1.00 determined on a pro forma basis as permitted by Section 8.6(fof the date of the most recent financial statements delivered hereunder and (z) the Borrower shall have delivered to the Administrative Agent a certificate evidencing compliance with clauses (x) and (y), ; (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing (other than intercompany Indebtedness) (except for any amendment that is not materially adverse to the Lenders and in Lenders, it being agreed that any event any such amendment, modification, waiver or other change that (x) that, in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does is not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant materially adverse to the applicable intercreditor agreementLenders), ; or (iii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Qualified Capital Stock that would cause such Qualified Capital Stock to become Disqualified Capital Stock; or (iv) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents and Second Lien Indebtedness and in each case any Permitted Refinancing thereof) as “senior debt,” “senior indebtedness,” “designated senior debt,” “guarantor senior debt” or “senior secured financing” (or any comparable term) for the purposes of any Junior Financing Documentation.