Common use of Other Indebtedness and Agreements Clause in Contracts

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans).

Other Indebtedness and Agreements. (a) Permit (i) The Borrower will not (and will not permit any of its Subsidiaries to) effect (x) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any unsecured Indebtedness, any Indebtedness that is expressly subordinated in right of payment to the Second Lien Term obligations of the Loan Parties in respect of the Loan Documents or any subordinated Material Indebtedness of Holdingsthat is secured by junior-priority security interest in any collateral securing the Facilities (collectively, the Borrower or together with any Permitted Refinancing of the Subsidiaries is outstanding foregoing, “Junior Financing”) if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner be adverse to Holdings, the Borrower, Lenders in any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, material respect or (iiy) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (iii) Make The Borrower will not (and will not permit any distributionof its Subsidiaries to) prepay, whether redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in cashany manner any Junior Financing (it being understood that payments of regularly scheduled interest and principal shall be permitted) or make any payment in violation of any subordination terms of any Junior Financing, property, securities or a combination except (a) the refinancing of any Junior Financing with any Permitted Refinancing thereof, (b) the prepayment, redemption, purchase, defeasement or other than regular scheduled payments of principal and interest as and when due (satisfaction prior to the extent not prohibited by applicable subordination provisions)scheduled maturity of any Junior Financing or Permitted Refinancing thereof, in respect of, or pay, or commit an aggregate amount not to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for exceed the aforesaid purposes any Indebtedness (other than the Loans), other than in respect greater of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) $50,000,000 (which shall automatically be increased to $80,000,000 on the Lenders pursuant to Section 2.13(fEngility Closing Date without any action by any party hereto) and (y) the lenders under the Second Lien Term Loan Agreement pursuant such other amount, so long as after giving pro forma effect to the mandatory prepayment provisions thereofincurrence of such Indebtedness (and the use of proceeds therefrom) and the pro forma adjustments described in Section 1.07, with such Declined Proceeds (1) the Leverage Ratio is equal to or less than 3.00 to 1.00 and (2) no Event of Default shall have occurred and be continuing or would result therefrom, and (c) the prepayment, redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing in accordance with an aggregate amount not to exceed the voluntary prepayment provisions portion, if any, of the Second Lien Term Available Amount Basket as of such time that the Borrower elects to apply to this Section 5.03(l)(ii)(c), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied; provided that, in the case of this Section 5.03(l)(ii)(c), before and after giving effect to any such prepayment, redemption, purchase, defeasement or other satisfaction, no Default or Event of Default shall have occurred and be continuing or would result therefrom. (iii) The Borrower will not (and will not permit any of its Subsidiaries to) enter into or permit to exist any contractual obligation (other than this Agreement or any other Loan AgreementDocument) that limits the ability of any of its Subsidiaries to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, or except for (i) any agreement in effect on the Effective Date and described on Schedule 5.03(l), (ii) pay any agreement in cash effect at the time any amount Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in respect contemplation of such Person becoming a Subsidiary of the Borrower, (iii) any agreement representing Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 5.03(k), (iv) any agreement in connection with a Disposition permitted hereunder, (v) customary provisions in joint venture agreements or other similar agreements applicable to joint ventures permitted under Section 5.03(j) and applicable solely to such joint venture entered into in the Ordinary Course of Business, (vi) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (vii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (viii) in each case so long as no Subsidiary of the Borrower is restricted from making Restricted Payments or transfers to the Borrower, customary restrictions contained in Indebtedness or preferred Equity Interests that may at permitted under this Agreement to the obligor’s option be paid in kind or in other securities (other extent no more restrictive to the Borrower and its Subsidiaries than the Second Lien Term Loans)covenants contained in this Agreement, (ix) restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the Ordinary Course of Business (in which case such restriction shall relate only to such intellectual property) and (x) any agreement entered into in connection with a Receivables Facility.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any organizational documents of Holdings, the Borrowers or any Subsidiary Guarantor in a manner that would adversely and materially affect the interests of the Lenders, or any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower Borrowers or any of the Restricted Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor thereunder or confer additional material rights on the holder of any such subordinated Indebtedness in a manner materially adverse to Holdings, the BorrowerBorrowers, any of the Restricted Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any second lien Indebtedness, subordinated Indebtedness or any unsecured Indebtedness (“Junior Financing”) except (i) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing Indebtedness, (ii) the prepayment, redemption, repurchase, defeasance, exchange, acquisition or retirement or other acquisition of any Junior Financing in exchange for, or out of the proceeds of, the substantially concurrent sale of, Qualified Capital Stock of Holdings or contributions to the equity capital of Holdings (other than any Disqualified Capital Stock) not otherwise included in the Loans)Available Basket Amount and (iii) the prepayment, redemption, repurchase, defeasance, exchange, acquisition or retirement or other than acquisition of any Junior Financing in respect an amount not to exceed the Available Basket Amount immediately prior to the time such payment is paid; provided that (a) no Event of Indebtedness under Default has occurred and is continuing at the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with time of any such payment or would result therefrom and (b) the mandatory prepayment provisions Total Net Leverage Ratio calculated on a Pro Forma Basis as of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in last day of the case of Declined Proceeds that are retained by the Borrower after having most recently ended Test Period for which financial statements have been declined by (x) the Lenders delivered pursuant to Section 2.13(f5.04(a) and or (y) the lenders under the Second Lien Term Loan Agreement pursuant b), as applicable, prior to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions date of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect execution of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)definitive agreement governing such payment shall not exceed 1.50 to 1.00.

Other Indebtedness and Agreements. (a) Permit (i) any amendment to the ABL Facility Documentation, except as permitted by the ABL Intercreditor Agreement, (ii) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries (other than the ABL Facility Documentation) is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; Lenders or would permit payment thereunder otherwise prohibited by Section 6.10(b), provided that the Second Lien Term Loan Documents may be amended nothing in accordance with the Intercreditor Agreementthis Section 6.10(a) shall prohibit a Permitted Refinancing of any Indebtedness permitted by Section 6.01, or (iiiii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (ib) Make any distributionOptionally prepay, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h)that is subordinated or secured on a junior-lien basis, or in the case of Declined Proceeds that are retained by the Borrower after having been declined by constitutes Permitted Unsecured Debt, except (x) the Lenders pursuant to Permitted Refinancings of Indebtedness permitted by Section 2.13(f) 6.01 and (y) in an amount not to exceed the lenders Available Amount (subject to the absence of any Default and the Net Total Leverage Ratio not exceeding 2.75:1.00 on a Pro Forma Basis as of the last day of the most recently completed fiscal quarter ending prior to such transaction for which the financial statements required by Section 5.04(a) or 5.04(b) have been delivered); provided that in no event shall this Section 6.10(b) prohibit any prepayments of the Indebtedness under the Second Lien Term Loan Agreement pursuant ABL Facility Documentation or, to the mandatory prepayment provisions thereofextent constituting Indebtedness, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount payments in respect of any Indebtedness the Fee Claim Reserve Amount or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)Delayed Admin Claims.

Other Indebtedness and Agreements. (a) Permit Amend, supplement or otherwise modify the terms of the Senior Notes or any Permitted Ratio Debt (i) to accelerate the payments under, or shorten the tenor, maturity or weighted average life to maturity of, or increase the amount of, or increase the interest rate on or yield of, such Indebtedness, (ii) to change any waiver, supplement, modification, amendment, termination event of default or release condition to an event of default with respect thereto (other than to eliminate any indenture, instrument such event of default or agreement pursuant increase any grace period related thereto) or (iii) to which modify or add any covenants thereunder if such modification or addition would otherwise adversely affect in any material way the Second Lien Term Loan Borrower’s ability to pay and perform the Obligations or the Administrative Agent’s or any subordinated Material Indebtedness of Holdings, the Borrower Lender’s rights or remedies under any of the Subsidiaries is outstanding if Loan Documents; or (b) except as contemplated by the effect Refinancing, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of such waiverany subordination terms of, supplementany Indebtedness, modification, amendment, termination or release would materially increase except for (v) prepayments of Permitted Ratio Debt subordinated in right of payment to the obligations Obligations on terms reasonably satisfactory to the Administrative Agent made with the proceeds of the obligor substantially concurrent sale of Equity Interests (other than Disqualified Stock) or confer additional material rights on a Permitted Refinancing, (w) the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any prepayment of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended Credit Facilities in accordance with the Intercreditor terms of this Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to prepayment or refinancing of Indebtedness permitted under Section 2.13(f6.03(b) in the ordinary course of business and (y) the lenders prepayment of Indebtedness permitted under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereofSections 6.03(d), with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (iil) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities and (other than the Second Lien Term Loansp).

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Restricted Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to Holdings, the Borrower, any of the Restricted Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents or the Management Agreement to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any subordinated Indebtedness or Junior Secured Debt except (other than i) the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance refinancing thereof with the mandatory prepayment provisions proceeds of the Second Lien Term Loan Agreement as contemplated a Permitted Refinancing of such Indebtedness permitted by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) 6.01 and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom and, except to the extent solely constituting a utilization of amounts described in cash any amount in respect clause (a)(iii) of any the definition of “Available Amount”, the Total Leverage Ratio would not exceed 2.00:1.00 on a Pro Forma Basis after giving effect thereto, the payment, redemption, repurchase or other acquisition of subordinated Indebtedness or preferred Equity Interests that may at Junior Secured Debt made from the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)Available Amount.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination modification or release amendment of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness Debt of Holdings, the Borrower or any of the its Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination modification or release amendment would be materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be materially adverse to the Lenders in any material respectLenders. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments or other mandatory payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness Debt of the Borrower or its Restricted Subsidiaries, other than any such action taken by the Borrower or any Restricted Subsidiary in respect of (A) the Debt created hereunder, (B) Refinancing Debt issued with respect to such Debt and/or proceeds of the issuance of Capital Stock (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions Disqualified Stock) or (C) secured Debt that becomes due as a result of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), voluntary sale or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions transfer of the Second Lien Term Loan Agreement, property or assets securing such Debt or (ii) pay in cash any amount in respect of any Indebtedness Debt of the Borrower or preferred Equity Interests its Restricted Subsidiaries that may be at the obligor’s option be paid in kind or in other securities (any such distribution, payment, redemption, repurchase, retirement or other acquisition of Debt limited by the preceding clauses (i) and (ii) referred to herein as a “Debt Repurchase”), unless, in each instance: (x) no Default or Event of Default exists or shall exist immediately after giving effect to such Debt Repurchase, (y) the Borrower shall continue to be in compliance with the covenants in Sections 7.01 and 7.02 immediately after giving effect to such Debt Repurchase and (z) either (1) any Borrowings under the Facility required to effectuate such Debt Repurchase shall be made and repaid substantially contemporaneously with such Debt Repurchase (and, in any event, repaid within one Business Day after the effectuation of such Debt Repurchase) or (2) for Debt Repurchases other than mandatory payments of principal and interest that are not regular scheduled payments, before and immediately after giving effect to such Debt Repurchase, no greater than $50,000,000 in aggregate principal amount of Loans under the Second Lien Term Loans)Facility are outstanding.

Other Indebtedness and Agreements. (a) Permit Make any voluntary or optional payments, prepayments or redemptions of principal or premium or voluntarily repurchase, acquire or retire for value prior to the stated maturity with respect to Indebtedness (other than Indebtedness arising under the Loan Documents); provided that (i) any Loan Party shall have the right to prepay Indebtedness permitted under Section 7.02, after the Closing Date up to an aggregate amount of $15,000,000; (ii) any Loan Party may repay Indebtedness to the extent required under a “due on sale” clause applicable to any disposition of assets permitted under Section 7.04; and (iii) any Loan Party shall have the right to prepay Indebtedness in connection with any renewal, extension, or refinancing of Indebtedness permitted by Section 7.02(i). (b) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan any Indebtedness or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries preferred stock is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lendersoutstanding; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) foregoing shall not prohibit any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. which (i) Make extends the date or reduces the amount of any distributionrequired repayment, whether in cash, property, securities prepayment or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions redemption of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h)principal of such Indebtedness, or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect reduces the rate or extends the date for payment of any the interest, premium or fees payable on such Indebtedness or preferred Equity Interests that may at (iii) makes the obligor’s option be paid in kind covenants, events of default or in other securities (other than remedies relating to such Indebtedness less restrictive on the Second Lien Term Loans)applicable Loan Party or Subsidiary of a Loan Party.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness (including the Second Lien Term Loan Seller Note) of Parent or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries Subsidiary is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the BorrowerParent, any of the Subsidiaries Subsidiary or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness (other than the Loans, intercompany debt and the payments expressly permitted under Section 5.08), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities securities, or (other than iii) give any “Blockage Notice” under, and as defined in, the Second Lien Term LoansSeller Note; provided that, notwithstanding the foregoing, WCGHM shall be allowed to pay, prepay or otherwise discharge Indebtedness under the Seller Note if, at the time thereof and immediately after giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing and (y) Parent would be in Pro Forma Compliance. (c) Amend, modify or change (i) any of its organizational documents in a manner adverse to the Lenders and (ii) the terms of the CHM Management Agreements without the approval of applicable regulatory authorities and the Administrative Agent (which approval by the Administrative Agent shall not be unreasonably withheld and shall be deemed given unless expressly withheld within 10 Business Days after the date notice of such amendment, modification or change was delivered to the Administrative Agent (it being agreed that any such notice shall refer to this Section and to the deemed approval of such amendment, modification or change in the absence of action within such 10 Business Day period)).

Other Indebtedness and Agreements. (a) Permit Make any voluntary or optional payments, prepayments or redemptions of principal or premium or voluntarily repurchase, acquire or retire for value prior to the stated maturity with respect to Indebtedness (other than Indebtedness arising under the Loan Documents); provided that (i) any Borrower and any Subsidiary Loan Party shall have the right to prepay secured Indebtedness permitted under Section 6.01, after the Closing Date up to an aggregate amount of $15,000,000; and (ii) (A) Parent and Denny’s Holdings shall be permitted to acquire, repurchase or redeem voluntarily the 10% Senior Notes; provided that in the case of such acquisitions, repurchases or redemptions (1) each such acquisition, repurchase or redemption pursuant to this clause (A) shall be at a price per Note not to exceed the redemption price then in effect under the 10% Senior Notes Indenture plus accrued and unpaid interest plus, in the case of a repurchase pursuant to a tender, a tender premium at market rates, (2) the aggregate amount of all such acquisitions, repurchases or redemptions over the term of this Agreement shall not exceed $25,000,000; (3) before and after giving effect to any such acquisition, repurchase or redemption pursuant to this clause (A), the Consolidated Total Debt Ratio for the most recently ended fiscal quarter (calculated on a pro forma basis after giving effect to such Permitted Senior Notes Repurchase) shall be less than 3.00 to 1.00; (4) before and immediately after giving effect to any such acquisition, repurchase or redemption pursuant to this clause (A), no Revolving Loans shall be outstanding (but, for the avoidance of doubt, Revolving Letters of Credit may be issued before and immediately after giving effect to any such Permitted Senior Notes Repurchase); (5) before and immediately after giving effect to any such acquisition, repurchase or redemption pursuant to this clause (A), no Default or Event of Default shall have occurred and be continuing; (6) the transactions related to any such acquisition, repurchase or redemption pursuant to this clause (A) shall be on terms typical and customary for similar transactions; and (7) Denny’s shall have delivered a written statement to the Administrative Agent that (x) certifies that the condition set forth in clauses (1) through (6) above have been satisfied, (y) specifies the identity of the purchaser and (z) specifies the aggregate principal amount of the 10% Senior Notes to be purchased and (B) Parent and Denny’s Holdings shall be permitted to purchase or redeem up to $61.25 million aggregate principal amount of 10% Senior Notes (representing 35% of the aggregate principal amount of 10% Senior Notes outstanding on the date of original issuance) solely with proceeds of issuances of Equity Interests by the Parent by means of a bona fide public offering or an arm’s length private placement providing for the registration of such Equity Interests, such purchase or redemption to occur contemporaneously with the receipt of the proceeds from such Equity Interest; (iii) any Borrower or any Subsidiary Loan Party may repay Indebtedness to the extent required under a “due on sale” clause applicable to any disposition of assets permitted under Section 6.05; and (iv) the Parent, any Borrower or Subsidiary Loan Party, with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of Section 6.01, and Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of Section 6.01, shall be permitted to renew, extend, modify or refinance such Indebtedness, from time to time, to the extent permitted by Section 6.01(j). (b) Except for Permitted Amendments, permit, or permit any Subsidiary to permit, any waiver, supplement, modification, amendment, termination or release of the 10% Senior Notes Documents or any indenture, instrument or agreement pursuant to which the Second Lien Term Loan any Indebtedness or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries preferred stock is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lendersoutstanding; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) foregoing shall not prohibit any waiver, supplement, modification or amendment which (i) extends the date or reduces the amount of any required repayment, prepayment or redemption of the principal of such Indebtedness, (ii) reduces the rate or extends the date for payment of the interest, premium or fees payable on such Indebtedness or (iii) makes the covenants, events of default or remedies relating to such Indebtedness less restrictive on the Borrowers. (c) Amend, modify or waive any of its rights under its certificate of incorporation, by-lawslaws or other organizational documents, operatingprovided that any certificate of incorporation, management or partnership agreement by-laws or other organizational documents to the extent described in this clause (c) may be amended or modified (and any such waiver, supplement, modification or amendment would rights thereunder may be waived) in any respect that is not materially adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions interests of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)Lenders.

Other Indebtedness and Agreements. The Borrower will not, and the Borrower will not permit any of its Restricted Subsidiaries to (a) Permit and, in the case of clause (ii), Holdings to), directly or indirectly, permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries Restricted Subsidiary permitted under Section 6.04(xvi) or (xxi) is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would result in such Indebtedness not being permitted to be incurred pursuant to Section 6.04(xvi) or (xxi), as applicable, or could reasonably be expected to materially increase the obligations of the obligor obligors thereunder or confer additional material rights on the holder holders of such Indebtedness or any Permitted Refinancing thereof (in a manner adverse to Holdingseach case, as determined by the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended Borrower in accordance with the Intercreditor Agreement, good faith) or (ii) any waiver, supplement, modification or amendment of (A) (x) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, except as otherwise in accordance with the Security Documents, or (y) the PNMAC Mortgage Opportunity Agreement, in each case to the extent any such waiver, supplement, modification or amendment would be materially adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect ofLenders, or pay, or commit to pay, or directly or indirectly (including pursuant to B) any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness Specified Contract (other than the Loans)PNMAC Mortgage Opportunity Agreement) to the extent any such waiver, other than in respect of Indebtedness under the Second Lien Term Loan Agreementsupplement, with Declined Proceeds applied in accordance modification or amendment would, when combined with the mandatory prepayment terms and provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities Specified Contracts (other than the Second Lien Term Loans)PNMAC Mortgage Opportunity Agreement) taken as a whole, be materially adverse to the Lenders.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement (other than the Existing Credit Agreement) pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the any Borrower or any Restricted Subsidiary in an aggregate principal amount in excess of the Subsidiaries $25,000,000 is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release is to (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on such Indebtedness; (iii) add or change any event of default or add any material covenant with respect to such Indebtedness; (iv) change the prepayment provisions of such Indebtedness in any manner adverse to the Lenders; (v) change the subordination provisions thereof (or the subordination terms of any Guarantee thereof); or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the any Borrower, any of Restricted Subsidiary, the Subsidiaries Administrative Agent or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness for borrowed money (other than the Loans), Loans and other than in respect of Indebtedness outstanding under the Second Lien Term Loan Existing Credit Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions ) of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), any Borrower or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, any Restricted Subsidiary or (ii) pay in cash any amount in respect of any such Indebtedness or preferred Equity Interests that may at the obligor’s 's option be paid in kind or in other securities securities, except that (other i) Terex and its Restricted Subsidiaries shall be permitted to do any of the foregoing with the Net Cash Proceeds of any issuance of Equity Interests of Terex or Refinancing Indebtedness, (ii) Terex and its Restricted Subsidiaries shall be permitted to do any of the foregoing if all of the following conditions are satisfied: (x) at the time of such distribution or payment and after giving effect thereto, no Default or Event of Default has occurred and is continuing or would arise as a result thereof and (y) immediately after giving effect to such distribution or payment, the Consolidated Leverage Ratio shall be less than or equal to 3.75 to 1.00, (iii) Terex may at any time repay Indebtedness of any Borrower or any Restricted Subsidiary solely in Equity Interests of Terex and (iv) at any time when there are no Term Loans outstanding hereunder, Terex may make offers to repurchase at par (“Asset Sale Repurchase Offers”) its Existing Notes in accordance with the Second Lien Term Loans)indentures governing the same, and may repurchase such notes to the extent tendered in such Asset Sale Repurchase Offers.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of (i) any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, in each case to the extent any such waiver, supplement, modification modification, amendment, termination or amendment release would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness except (other than A) the Loans)payment of the Indebtedness created hereunder, other than (B) refinancings of Indebtedness permitted by Section 6.01 and (C) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, and (D) payments in respect of Indebtedness expressly permitted under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(fSections 6.01(c) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreementk), or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of (i) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, or (ii) the November 2013 5.625% Senior Unsecured Note Documents, to the extent any such waiver, supplement, modification or amendment would be materially adverse to the Lenders Lenders; provided that nothing in this Section 6.09(a) shall prohibit the refinancing, replacement, extension or other similar modification of any material respectIndebtedness to the extent otherwise permitted by Section 6.01. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, the November 2013 5.625% Senior Unsecured Notes or any other Indebtedness that is subordinated in right of payment to the Obligations except (i) refinancings with the proceeds of Indebtedness permitted by Section 6.01 (it being understood that this clause permits the proceeds of such Indebtedness to be invested in a Person that applies such funds to redeem, repurchase, retire or otherwise acquire all or part of such November 2013 5.625% Senior Unsecured Notes or other than the Loanssubordinated Indebtedness and pay related accrued interest, premium, fees and expenses), (ii) payments to redeem, repurchase, retire or otherwise acquire for consideration November 2013 5.625% Senior Unsecured Notes or such other than subordinated Indebtedness in respect anticipation of Indebtedness under satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the Second Lien Term Loan Agreementdate of such redemption, with Declined Proceeds applied in accordance repurchase, retirement or acquisition, (iii) payments financed with the mandatory prepayment provisions proceeds of Qualified Capital Stock or Subordinated Shareholder Loans and (iv) so long as any payment of Loans required to be made pursuant to Section 2.13 with respect to the applicable transaction shall have been made, the payment of the Second Lien Term Loan Agreement November 2013 5.625% Senior Unsecured Notes or other subordinated Indebtedness pursuant to applicable “change of control” or other asset sale offer requirements. (c) Notwithstanding the foregoing, Holdings and the Subsidiaries may pay, redeem, repurchase, retire or otherwise acquire for value Indebtedness in transactions that would otherwise be prohibited by paragraph (b) above, so long as contemplated by the aggregate amount expended does not exceed (i) the Available Amount and (ii) together with aggregate amount of investments made pursuant to Section 2.13(h6.04(k) and Restricted Payments made pursuant to Section 6.06(a)(xiii), or the amount of Excluded Contributions, so long as, in the case of Declined Proceeds that are retained by the Borrower after having been declined by clause (i), (x) at the Lenders pursuant to Section 2.13(f) time of such payment, both before and after giving effect thereto, no Event of Default shall have occurred and be continuing and (y) Holdings and the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds Subsidiaries would be in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)Pro Forma Compliance.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may Lenders unless such amended Material Indebtedness could be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respectincurred under Section 6.01. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, the New Senior Notes or any subordinated Indebtedness (other than the Loansintercompany subordinated Indebtedness), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities securities. (other c) Notwithstanding the foregoing, Holdings and the Borrower shall be permitted to: (i) expend up to $25,000,000 to optionally prepay, repurchase or redeem any Existing Subordinated Notes, Existing Holdings Notes and/or New Senior Notes so long as, after giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing or result therefrom and (y) the Senior Secured Leverage Ratio would be less than 2.0 to 1.0 on a Pro Forma Basis; (ii) expend up to $6,500,000 prior January 1, 2007 to optionally prepay, repurchase or redeem any Existing Subordinated Notes so long as, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or result therefrom; (iii) use the Second Lien Term LoansNet Cash Proceeds of a Qualified Initial Public Equity Offering to redeem or repurchase New Senior Notes in accordance with the “equity clawback” or “equity repurchase” provisions thereof so long as after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or result therefrom; (iv) in the case of the Borrower, to the extent the Borrower would be permitted to make Restricted Payments at the time pursuant to Section 6.06(a)(ii)(x) or (y), prepay, repurchase or redeem New Senior Notes (with the amount so expended being deemed to be a Restricted Payment for purposes of Section 6.06(a)(ii)(x) and (y)); and (v) use the Net Cash Proceeds of sales of Non-Core Assets and a Tahoe Joe’s Sale to redeem or repurchase New Senior Notes so long as, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or result therefrom.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness (including any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any New Incremental Notes and any Permitted Ratio Debt) of Holdings, the Borrower Borrowers or any of the Borrowers’ respective Restricted Subsidiaries is outstanding if without the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations prior written consent of the obligor or confer additional material rights on Administrative Agent, except (x) to the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, extent any of the Subsidiaries or foregoing is not adverse to the Lenders; provided that interests of the Second Lien Term Lenders under the Loan Documents may be amended in accordance with the Intercreditor Agreement, any material respect or (y) in connection with any Permitted Refinancing of Indebtedness permitted under Section 6.01, (ii) any amendment of or change to the subordination provisions of any Subordinated Indebtedness (and the component definitions as used therein) or (iii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest interest, and customary fees, premiums and indemnities as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness (other than the Loans)Junior Financing, other than in respect connection with (1) distributions, payments, commitments to pay, redemptions, repurchases, retirements and acquisitions for consideration in an amount equal to the portion, if any, of Indebtedness under the Second Lien Term Loan AgreementAvailable Amount Basket on such date that the Borrowers elect to apply to this clause 6.09(b)(ii)(1), with Declined Proceeds such election to be specified in a written notice of a Responsible Officer of the Lead Borrower calculating in reasonable detail the amount of Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied in accordance and including reasonably detailed calculations required to demonstrate compliance with the mandatory prepayment provisions First Lien Net Leverage Ratio required by clause (y) of the Second immediately succeeding proviso; provided that, at the time of such transaction after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and the First Lien Term Loan Agreement Net Leverage Ratio at the time of making such distribution, payment, commitment to pay, redemption, repurchase, retirement or acquisition for consideration, would be no greater than 3.75:1.00, calculated on a Pro Forma Basis as contemplated of the last day of the most recently ended Test Period prior to such distribution, payment, commitment to pay, redemption, repurchase, retirement or acquisition for consideration, for which the financial statements and certificates required by Section 2.13(h5.04(a) or 5.04(b), or as the case may be, have been delivered, (2) any Permitted Refinancing thereof and (3) any other payments in an amount determined by the Lead Borrower as specified in a written notice of a Responsible Officer of the Lead Borrower including reasonably detailed calculations required to demonstrate compliance with the Total Net Leverage Ratio required by clause (B) below; provided, that, in the case of Declined Proceeds that are retained by the Borrower after having been declined by this clause (x3), (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) the Lenders pursuant to Section 2.13(f) and (y) Total Net Leverage Ratio at the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions time of the Second Lien Term Loan Agreementmaking of the applicable payment, calculated on a Pro Forma Basis, would be no greater than 3.00:1.00 as of the last day of the Test Period most recently ended prior to such payment for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, have been delivered; or (ii) if a Default or Event of Default exists or would result therefrom, pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the applicable obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any the indenture, instrument or agreement pursuant to which any Material Indebtedness that is expressly subordinated in right of payment to the Second Lien Term Loan Obligations or any subordinated Material Indebtedness that is secured by junior-priority security interest in the Collateral (collectively, the “Junior Financing”) of Holdings, the Borrower or any of the Subsidiaries other Loan Party is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release release, taken as a whole, would materially increase be adverse to the obligations Lenders in any material respect, other than any such supplements, modifications or amendments expressly permitted by the terms of the obligor applicable intercreditor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries subordination agreement or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreementother subordination instrument, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment amendment, taken as a whole, would be adverse to the Lenders in any material respect; provided that, for purposes of clarity, it is understood and agreed that Holdings, the Borrower or any Restricted Subsidiary may effect a change to its organizational form or consummate any other transaction that is permitted under Section 6.05. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular payments of fees, expenses and indemnification obligations and regularly scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness Junior Financing, (other than the Loanscollectively, “Restricted Debt Payments”), other than in respect except: (A) refinancings of Indebtedness under any Junior Financing permitted by Section 6.01, (B) any such distribution, payment, redemption, repurchase, retirement, acquisition or setting apart up to an amount not to exceed the Second Lien Term Loan AgreementAvailable Amount; provided that, with Declined Proceeds applied respect to such distribution, payment, redemption, repurchase, retirement, acquisition or setting apart made using the Cumulative Retained Excess Cash Flow Amount, (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) on a pro forma basis after giving effect to such distribution, payment, redemption, repurchase, retirement, acquisition or setting apart the pro forma adjustments described in accordance with Section 1.03, the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h)Total Leverage Ratio is equal to or less than 2.70 to 1.00, (C) other such distributions, payments, redemptions, repurchases, retirements, acquisitions or in the case of Declined Proceeds settings apart, provided that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) no Event of Default shall have occurred and be continuing or would result therefrom and (y) the lenders under Total Leverage Ratio, on a pro forma basis after giving effect thereto and any pro forma adjustments described in Section 1.03, shall not exceed 2.00 to 1.00, and (D) other such distributions, payments, redemptions, repurchases, retirements, acquisitions or settings apart in an amount, not to exceed the Second Lien Term Loan Agreement pursuant to greater of (x) $15,000,000 and (y) 16.5% of Consolidated EBITDA for the mandatory prepayment provisions thereofmost recently ended Test Period, with such Declined Proceeds in accordance with the voluntary prepayment provisions provided that no Event of the Second Lien Term Loan Agreement, Default shall have occurred and be continuing or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)would result therefrom.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (iib) permit any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness except (other than i) the Loans)payment of the Indebtedness created hereunder, other than in respect (ii) refinancings, renewals or extensions of Indebtedness under permitted by Section 6.01, (iii) the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions payment of secured Indebtedness that becomes due as a result of the Second Lien Term Loan Agreement voluntary sale or transfer of the property or assets securing such Indebtedness and (iv) the payment of any Indebtedness permitted under Section 6.01 in an aggregate amount not to exceed the Available Amount at the time of such payment so long as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) no Event of Default or Default is continuing or would result therefrom and (y) the lenders under the Second Lien Term Loan Agreement pursuant Senior Secured Leverage Ratio calculated on a pro forma basis both before and after giving effect to the mandatory prepayment provisions thereof, with any such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other payment is not greater than the Second Lien Term Loans)3.50:1.00.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any Subsidiary in an aggregate principal amount in excess of the Subsidiaries $5,000,000 is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release is to (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on such Indebtedness; (iii) add or change any event of default or add any material covenant with respect to such Indebtedness; (iv) change the prepayment provisions of such Indebtedness in any manner adverse to the Lenders; (v) change the subordination provisions thereof (or the subordination terms of any Guarantee thereof); or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of Subsidiary, the Subsidiaries Administrative Agent or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness for borrowed money (other than the Loans) of the Borrower or any Subsidiary except that (A) the Borrower shall be permitted to use the Net Cash Proceeds of any Equity Issuance to prepay not more than one-third of the Senior Subordinated Notes or any other Indebtedness, (B) the Borrower and its Subsidiaries shall be permitted to make any such distribution or payment if all of the following conditions are satisfied: (1) at the time of such distribution or payment and after giving effect thereto, no Default or Event of Default has occurred and is continuing or would arise as a result thereof; (2) the amount of all such distributions and payments made pursuant to this clause (i), other than in respect of Indebtedness under the Second Lien Term Loan Agreementtogether with all dividends, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders redemptions and purchases made pursuant to Section 2.13(f6.06(a)(ii), during the term of this Agreement shall not exceed $25,000,000; and (3) on a pro forma basis and after giving effect to such distribution or payment and all other distributions or payments pursuant to this clause (i) and (ySection 6.06(a) made after the lenders under last day of the Second Lien Term Loan Agreement most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or (b), as applicable, as if such payments or distributions were made in the mandatory prepayment provisions thereoffour-fiscal-quarter period ending on such last day of such fiscal quarter, with such Declined Proceeds in accordance with the voluntary prepayment provisions Consolidated Leverage Ratio as of the Second Lien Term Loan Agreementend of such four-fiscal-quarter period shall be less than 3.85 to 1.00, or (ii) pay in cash any amount in respect of any such Indebtedness or preferred Equity Interests that may at the obligor’s 's option be paid in kind or in other securities and (other than C) the Second Lien Term Loans)Borrower may at any time repay Indebtedness of the Borrower or any Subsidiary solely in shares of its capital stock.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination modification or release amendment of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Subordinated Indebtedness of Holdings, the Borrower Holdings or any of the Restricted Subsidiaries is outstanding if the effect of other than any such waiver, supplement, modification, amendment, termination modification or release would materially amendment (A) that does not increase the obligations of the obligor or confer additional material rights on the holder of such Subordinated Indebtedness in a manner adverse in any material respect to Holdings, the Borrower, any of the Restricted Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance Lenders or (B) otherwise complies with the Intercreditor Agreement, definition of “Permitted Refinancing Indebtedness” or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-by laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect, except as expressly contemplated by the Approved Plan of Reorganization. (b) Prior to the Exit Facility Conversion Date, (i) Make make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions)) or from the proceeds of Permitted Refinancing Indebtedness, in respect of, or pay, or commit to pay, or or, directly or indirectly (including pursuant to any Synthetic Purchase Agreement) ), redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness existing at or prior to the commencement of the Chapter 11 Cases or any Indebtedness that is subordinated to the Obligations in either right of payment or lien priority (other than the Loans), other than or Permitted Refinancing Indebtedness in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(hthereof), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness described in clause (i) or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities, except in the case of Indebtedness existing at or prior to the commencement of the Chapter 11 Cases, except as expressly provided for in the Approved Plan of Reorganization or pursuant to the First Day Orders or other orders entered by the Bankruptcy Court. (c) After the Exit Facility Conversion Date, (i) make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions) or from the proceeds of Permitted Refinancing Indebtedness (including any Refinancing Facility or Refinancing Notes), in respect of, or pay, or commit to pay, or, directly or indirectly (including pursuant to any Synthetic Purchase Agreement), redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Subordinated Indebtedness (or Permitted Refinancing Indebtedness in respect thereof), or (ii) pay in cash any amount in respect of any Subordinated Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities securities, unless in each case, at the time of any such distribution or payment, on a pro forma basis after giving effect thereto, (other x) no Default shall have occurred and be continuing and (y) the Leverage Ratio shall be less than the Second Lien Term Loans)0.50:1.0.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination termination, release, refinancing or release refunding of any indenture, instrument or agreement pursuant to which (i) the Second Lien Term Loan Credit Agreement and the Second Lien Guarantee and Collateral Agreement except to the extent such waiver, supplement, modification, amendment, termination, release, refinancing or any subordinated Material Indebtedness refunding is effected in accordance with the Intercreditor Agreement or (ii) the provisions with respect to the payment of Holdingsfees set forth in the Sponsor Agreement, the Borrower or any of the Subsidiaries is outstanding in each case if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner is adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respectrespect to the interests of the Lenders. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than Except for regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), make any distribution, whether in cash, property, securities or a combination thereof, in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Permitted Subordinated Debt, Permitted Senior Debt or Indebtedness under the Second Lien Credit Agreement (other than with (w) in the Loans), other than in respect case of Indebtedness under the Second Lien Term Loan Credit Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Credit Agreement as contemplated by Section 2.13(h2.13(f), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant Net Cash Proceeds of a Qualified Public Offering, to Section 2.13(f) the extent Not Otherwise Applied and provided that no Default has occurred and is continuing, (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions proceeds of any Permitted Refinancing of any of the Second Lien Term Loan Agreementforegoing, or (iiz) pay in cash any amount in respect the Net Cash Proceeds of any Indebtedness or preferred issuance of Equity Interests that may at the obligor’s option be paid in kind or in other securities of Holdings (other than a Qualified Public Offering or Disqualified Equity Interests) to the Second Lien Term Loansextent Not Otherwise Applied or the conversion of any such Indebtedness to Equity Interests).

Other Indebtedness and Agreements. (a) Permit Except as contemplated by the Debt Tender Offer, amend, supplement or otherwise modify the terms of the June 2011 Notes or any Permitted Ratio Debt (i) to accelerate the payments under, or shorten the tenor, maturity or weighted average life to maturity of, or increase the amount of, or increase the interest rate on or yield of, such Indebtedness, (ii) to change any waiver, supplement, modification, amendment, termination event of default or release condition to an event of default with respect thereto (other than to eliminate any indenture, instrument such event of default or agreement pursuant increase any grace period related thereto or (iii) to which modify or add any covenants thereunder if such modification or addition would otherwise adversely affect in any material way a Borrower’s ability to pay and perform the Second Lien Term Loan Obligations or the Administrative Agent’s or any subordinated Material Indebtedness of Holdings, the Borrower Lender’s rights or remedies under any of the Subsidiaries is outstanding if Loan Documents; or (b) except as contemplated by the effect Debt Tender Offer and the Refinancing, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of such waiverany subordination terms of, supplementany Indebtedness, modification, amendment, termination or release would materially increase except for (v) prepayments of Permitted Ratio Debt subordinated in right of payment to the obligations Obligations on terms reasonably satisfactory to the Administrative Agent made with the proceeds of the obligor substantially concurrent sale of Equity Interests (other than Disqualified Stock) or confer additional material rights on a Permitted Refinancing, (w) so long as no Default or Event of Default exists or would result therefrom, prepayments, redemptions or purchases of (A) any June 2011 Notes not repurchased in the holder Debt Tender Offer, (B) the Unsecured Convertible Note #1 dated October 1, 2007, in the original principal amount of such Indebtedness $787,500, payable to the order of Waste Pro Services, LLC and (C) the Unsecured Convertible Note #2 dated October 1, 2007, in a manner adverse the original principal amount of $787,500, payable to Holdingsthe order of Waste Pro Services, LLC, (x) the Borrower, any prepayment of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended Credit Facilities in accordance with the Intercreditor terms of this Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders prepayment or refinancing of Indebtedness permitted under Section 6.03(b) in the Second Lien Term Loan Agreement pursuant to ordinary course of business and (z) the mandatory prepayment provisions thereofof Indebtedness permitted under Sections 6.03(d), with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (iil) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities and (other than the Second Lien Term Loansm).

Other Indebtedness and Agreements. (a) Permit (i) The Borrower will not (and will not permit any of its Subsidiaries to) effect (x) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any unsecured Indebtedness, any Indebtedness that is expressly subordinated in right of payment to the Second Lien Term obligations of the Loan Parties in respect of the Loan Documents or any subordinated Material Indebtedness of Holdingsthat is secured by junior-priority security interest in any collateral securing the Facilities (collectively, the Borrower or together with any Permitted Refinancing of the Subsidiaries is outstanding foregoing, “Junior Financing”) if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner be adverse to Holdings, the Borrower, Lenders in any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, material respect or (iiy) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (iii) Make The Borrower will not (and will not permit any distributionof its Subsidiaries to) prepay, whether redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in cashany manner any Junior Financing (it being understood that payments of regularly scheduled interest and principal shall be permitted) or make any payment in violation of any subordination terms of any Junior Financing, property, securities or a combination except (a) the refinancing of any Junior Financing with any Permitted Refinancing thereof, (b) the prepayment, redemption, purchase, defeasement or other than regular scheduled payments of principal and interest as and when due (satisfaction prior to the extent not prohibited by applicable subordination provisions)scheduled maturity of any Junior Financing or Permitted Refinancing thereof, in respect of, or pay, or commit an aggregate amount not to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for exceed the aforesaid purposes any Indebtedness (other than the Loans), other than in respect greater of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) $50,000,000 (which shall automatically be increased to $80,000,000 on the Lenders pursuant to Section 2.13(fEngility Closing Date without any action by any party hereto) and (y) the lenders under the Second Lien Term Loan Agreement pursuant such other amount, so long as after giving pro forma effect to the mandatory prepayment provisions thereofincurrence of such Indebtedness (and the use of proceeds therefrom) and the pro forma adjustments described in Section 1.07, with such Declined Proceeds (1) the Leverage Ratio is equal to or less than 3.00 to 1.00 and (2) no Event of Default shall have occurred and be continuing or would result therefrom, and (c) the prepayment, redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing in accordance with an aggregate amount not to exceed the voluntary prepayment provisions portion, if any, of the Second Lien Term Loan AgreementAvailable Amount Basket as of such time that the Borrower elects to apply to this Section 5.03(l)(ii)(c), or (ii) pay such election to be specified in cash any a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied; provided that, in respect the case of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans).this Section 138

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower Borrower, any of the Subsidiaries or any of the Subsidiaries Affiliated Guarantors is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would be materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries Subsidiaries, any of the Affiliated Guarantors or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any material waiver, supplement, modification or amendment of (x) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, (y) an agreement set forth on Schedule 6.08(a) or (z) any lease between the Borrower or a Subsidiary Guarantor and an Affiliate of the Borrower or such Subsidiary Guarantor that has the effect of increasing the rental amounts payable thereunder, in each case, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (b) (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness (outstanding on the Petition Date other than the Loans), other than in respect (A) payments of Indebtedness interest accruing thereon and permitted under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance Chapter 11 Cases and (B) repayment of the Indebtedness incurred under the Existing Senior Credit Agreement solely with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h)Net Cash Proceeds arising from any Excluded Asset Sale, or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit (i) If the Tranche B Effective Date occurs, then the Borrower will not (and will not permit any of its Subsidiaries to) effect (x) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any unsecured Indebtedness, any Indebtedness that is expressly subordinated in right of payment to the Second Lien Term obligations of the Loan Parties in respect of the Loan Documents or any subordinated Material Indebtedness of Holdingsthat is secured by junior-priority security interest in any collateral securing the Facilities (collectively, the Borrower or together with any Permitted Refinancing of the Subsidiaries is outstanding foregoing, “Junior Financing”) if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner be adverse to Holdings, the Borrower, Lenders in any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, material respect or (iiy) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (iii) Make If the Tranche B Effective Date occurs, then the Borrower will not (and will not permit any distributionof its Subsidiaries to) prepay, whether redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in cashany manner any Junior Financing (it being understood that payments of regularly scheduled interest and principal shall be permitted) or make any payment in violation of any subordination terms of any Junior Financing, propertyexcept (a) the refinancing of any Junior Financing with any Permitted Refinancing thereof and (b) the prepayment, securities redemption, purchase, defeasement or a combination other satisfaction prior to the scheduled maturity of any Junior Financing or Permitted Refinancing thereof, other than regular scheduled payments in an aggregate amount not to exceed the greater of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) $50,000,000 and (y) the lenders under the Second Lien Term Loan Agreement pursuant such other amount, so long as after giving pro forma effect to the mandatory prepayment provisions thereofincurrence of such Indebtedness (and the use of proceeds therefrom) and the pro forma adjustments described in Section 1.07, with such Declined Proceeds (1) the Leverage Ratio is equal to or less than 3.00 to 1.00 and (2) no Event of Default shall have occurred and be continuing or would result therefrom. (iii) If the Tranche B Effective Date occurs, then the Borrower will not (and will not permit any of its Subsidiaries to) enter into or permit to exist any contractual obligation (other than this Agreement or any other Loan Document) that limits the ability of any of its Subsidiaries to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in accordance with the voluntary prepayment provisions Borrower or any Guarantor, except for (i) any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Second Lien Term Loan AgreementBorrower, or so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) pay any agreement representing Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 5.03(k), (iii) any agreement in cash any amount connection with a Disposition permitted hereunder, (iv) customary provisions in respect joint venture agreements or other similar agreements applicable to joint ventures permitted under Section 5.03(j) and applicable solely to such joint venture entered into in the Ordinary Course of Business, (v) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (vi) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (vii) in each case so long as no Subsidiary of the Borrower is restricted from making Restricted Payments or transfers to the Borrower, customary restrictions contained in Indebtedness or preferred Equity Interests that may at permitted under this Agreement to the obligor’s option be paid in kind or in other securities (other extent no more restrictive to the Borrower and its Subsidiaries than the Second Lien Term Loanscovenants contained in this Agreement and (viii) restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the Ordinary Course of Business (in which case such restriction shall relate only to such intellectual property).

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan Closing Date Xxxxx Equity, any Receivables Securitization, the Existing Sunterra Notes, the obligations under the Dorfinco Credit Agreements or the Citicorp Conduit Agreement or any subordinated Material Indebtedness of Holdings, Polo Holdings, the Borrower or any of the other Subsidiaries was issued or is outstanding (other than the Second Lien Credit Agreement and the “Security Documents” as defined in the Second Lien Credit Agreement, each of which may be amended to the extent not inconsistent with the Second Lien Intercreditor Agreement) if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of the Closing Date Xxxxx Equity or such Indebtedness in a manner adverse in any material respect to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of (x) its certificate of incorporation, declaration of trust, by-laws, operating, management management, club or partnership agreement or other organizational documents or (y) the Executive Services Agreement, the Trivergance Services Agreement, the Securityholders Agreement or the Asset Contribution Agreement, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect, it being understood that any waiver, supplement, modification or amendment of Section 8 of the Securityholders Agreement or of Section 10.19 of the Operating Agreement of Holdings (other than the confidentiality provisions thereof, unless such change would actually be adverse to the Lenders in a material respect) shall be deemed to be adverse to the Lenders in a material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Restricted Indebtedness (other than the Loans), other than in respect of Indebtedness under (x) the Second Lien Term Loan AgreementLoans, to the extent (1) paid with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of within 10 Business Days after such Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Credit Agreement, (2) refinanced as permitted by the Second Lien Intercreditor Agreement pursuant to or (3) paid within 30 Business Days after the mandatory prepayment provisions thereof, with such Declined Proceeds Closing Date in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Credit Agreement; provided that the aggregate principal amount prepaid pursuant to this clause (3) shall not exceed $5,000,000, (y) the Existing Sunterra Notes pursuant to the Existing Sunterra Notes Repurchase Offer or (z) other payments that do not exceed the amount available pursuant to the Investment/RP Basket, provided that, after giving pro forma effect to any payment made pursuant to this clause (z), Holdings would be in compliance with the covenants contained in Section 6.12, 6.13 and 6.14), or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit Amend, supplement or otherwise modify the terms of the Senior Notes or any Permitted Ratio Debt (i) to accelerate the payments under, or shorten the tenor, maturity or weighted average life to maturity of, or increase the amount of, or increase the interest rate on or yield of, such Indebtedness, (ii) [reserved] or (iii) to modify or add any waiver, supplement, modification, amendment, termination covenants thereunder if such modification or release of addition would otherwise adversely affect in any indenture, instrument material way the Borrower’s ability to pay and perform the Obligations or agreement pursuant to which the Second Lien Term Loan Administrative Agent’s or any subordinated Material Indebtedness of Holdings, the Borrower Lender’s rights or remedies under any of the Subsidiaries is outstanding if Loan Documents; or (b) except as contemplated by the effect Refinancing, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of such waiverany subordination terms of, supplementany Restricted Indebtedness, modification, amendment, termination or release would materially increase except for (u) prepayments of Permitted Ratio Debt subordinated in right of payment to the obligations Obligations on terms reasonably satisfactory to the Administrative Agent made with the proceeds of the obligor or confer additional material rights on the holder substantially concurrent sale of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness Equity Interests (other than Disqualified Stock) or a Permitted Refinancing, (v) [reserved], (w) the Loans), other than in respect prepayment or refinancing of Indebtedness permitted under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or 6.03(b) in the case ordinary course of Declined Proceeds that are retained by the Borrower after having been declined by business, (x) the Lenders pursuant prepayment of Indebtedness permitted under Sections 6.03(d), (l) and (p), (y) additional repurchases or redemptions of the Senior Notes not to Section 2.13(fexceed (i) $75,000,000 plus (ii) the Available Amount during the term of this Agreement, so long as no Default or Event of Default shall have occurred and be continuing at the time of any such repurchase or redemption or would result therefrom (z) additional prepayments or refinancings so long as after giving effect thereto (x) on a pro forma basis, the Total Net Leverage Ratio is less than or equal to 3.50 to 1.00 and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions no Default or Event of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option Default shall have occurred and be paid in kind or in other securities (other than the Second Lien Term Loans)continuing.

Other Indebtedness and Agreements. (a) Permit (i) Permit any waiver, supplement, modification, amendment, termination modification or release amendment of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan any Subordinated Indebtedness or Permitted Junior Debt or any subordinated Material Indebtedness Permitted Refinancing Debt thereof of Holdings, the Borrower or any of the Subsidiaries Restricted Subsidiary is outstanding if the effect of such waiver, supplement, modification, modification or amendment, termination or release taken as a whole, would be materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries Restricted Subsidiary or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) consent to any waiveramendment, supplement, waiver or other modification or amendment change of its certificate Organizational Documents or the in any manner if the effect thereof, taken as a whole, would be materially adverse to the Lenders (it being understood and agreed that the amendments and restatements of incorporationthe Organizational Documents in existence prior to the Closing Date to be made on the Closing Date to effectuate changes disclosed to and previously agreed to by the Administrative Agent and the Borrower prior to the Closing Date to reflect any name changes on the Closing Date, by-lawsthe IPO, operatingthe Specified IPO Transactions and the related transactions shall not be deemed to be materially adverse to the Lenders) or (iii) waive, management supplement, amend, modify or partnership agreement change, or other organizational documents cancel or terminate, in any manner any term or condition of any Related Document or give any consent, waiver or approval thereunder, except to the extent any that such waiver, supplement, modification amendment, modification, change, cancellation, termination, consent or amendment would approval could not reasonably be expected to have a Material Adverse Effect. Super Parent and the General Partner will not, and will not allow its respective equity holders to, amend, supplement, waive or otherwise modify or change the Parent LP Agreement in any manner if the effect thereof, taken as a whole, is materially adverse to the Lenders in any material respectLenders. (ib) Make Other than distributions and payments in an aggregate amount not to exceed the sum of $20,000,000 from and after the Closing Date (provided, that such distributions and payments may be paid so long as no Default or Event of Default shall have occurred and be continuing immediately before and after consummating such distributions or payments and the Borrower must be in Financial Covenant Compliance) or made with the amounts received by the Borrower and its Restricted Subsidiaries from the issuance and sale of Equity Interests that do not constitute Disqualified Stock, make any distribution, whether in cash, property, securities or a combination thereof, other than regular regularly scheduled payments of principal and interest as and when due and any applicable expense or indemnity payments payable in accordance with the terms thereof (in each case to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Subordinated Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated or any Permitted Junior Debt or any Permitted Refinancing Debt thereof except refinancings thereof permitted by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)6.01.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of (i) the Discount Notes, the Discount Note Indenture, the Discount Exchange Notes or the Discount Note Guarantees, (ii) the Merger Agreement, (iii) the Charter and Bylaws of STFI, as amended by the Amendments to Charter and Bylaws, (iv) the Certificates of Designation, (v) any indenture, other instrument or agreement (other than the Loan Documents) pursuant to which the Second Lien Term Loan or any subordinated Material other Indebtedness of HoldingsSTFI, the Borrower or any of the Subsidiaries Subsidiary is outstanding if the effect in an aggregate principal amount in excess of such waiver, supplement, modification, amendment, termination $1,000,000 or release would materially increase the obligations (vi) any other material agreement of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to HoldingsSTFI, the BorrowerBorrower or any Subsidiary, any of including the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respectAcquisition Documents. (ib) Make Directly or indirectly, make any distributiondistribution or payment, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer to commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, consideration (or set apart any sum for the aforesaid purposes purposes), or prepay or defease, any Indebtedness of STFI, the Borrower or any of the Subsidiaries (other than Indebtedness under the LoansLoan Documents) prior to the stated maturity date of such Indebtedness, except in any fiscal year to the extent funds described in clause (A) of clause (g)(iii) of the definition of "STFI Unrestricted Subsidiary" are available in such fiscal year as set forth in such clause (iii), subject to the limitation set forth in the parenthetical set forth at the end of such clause (iii), such funds may be used to prepay Discount Notes or Discount Exchange Notes. (c) Permit any agreement of STFI, the Borrower or any of the Subsidiaries to include any provision that would allow the counterparty to offset against its obligations under such agreement the obligations owing by such counterparty to STFI, the Borrower or any of the Subsidiaries under any other than agreement. (d) Permit any agreement of the Borrower or any Subsidiary to include a restriction on the assignment of such agreement based on any change in control or similar provisions. (e) Make any cash payment on or in respect of the Discount Notes or the Discount Exchange Notes at any time that a cash payment is not required to be made. (f) Permit the Borrower to issue any Capital Stock, or permit any Subsidiary to issue any Capital Stock other than to the Borrower or a wholly owned Subsidiary. (g) Provide any management or service to any Unrestricted Subsidiary or any STFI Unrestricted Subsidiary except in consideration of cash remuneration in an amount not less than could have been obtained from a third party on an arm's length basis. (h) Designate any Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions as "Designated Senior Indebtedness" for purposes of the Second Lien Term Loan Agreement Discount Note Indenture or any Discount Exchange Note Indenture. (i) Permit ANSI to terminate any agency relationship with any Guarantor or to modify the terms of any such agency in any manner that is less favorable to such Guarantor than the terms in effect immediately prior to such modification or permit ATG, ANSI or any of their subsidiaries at any time prior to the date on which it shall become a Guarantor to enter into any transaction with STFI, the Borrower or any Subsidiary that it would otherwise have been permitted to enter into as a Subsidiary under this Article VI. (j) Enter into any tenant service contract that would result in a breach of Section 3.10. (k) (i) fail to furnish to the Collateral Agent within two weeks after the Closing Date the results of all the searches of Uniform Commercial Code filings (or equivalent filings) contemplated by Section 2.13(h), or in 4.02(h) that were not delivered on the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, Closing Date or (ii) pay fail to deliver to the Collateral Agent within four weeks after the Closing Date evidence satisfactory to the Collateral Agent that the Liens indicated in cash any amount financing statement (or similar document) disclosed in respect the results of any Indebtedness search furnished under clause (i) would be permitted under Section 6.02 or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)have been released.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of (i) the Merger Agreement or the Tax Sharing Agreement or (ii) any indenture, instrument or agreement pursuant to which the Second Lien Term Loan any Indebtedness or any subordinated Material Indebtedness preferred stock of Holdings, the Borrower or any of the Subsidiaries Subsidiary is outstanding if in an aggregate outstanding principal amount in excess of $1,000,000, or modify its charter or by-laws, in each case to the effect of extent that any such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions for borrowed money of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), Borrower or any Subsidiary in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, an outstanding principal amount exceeding $1,000,000 or (ii) pay in cash any amount in respect of any such Indebtedness or preferred Equity Interests that may at the obligor’s 's option be paid in kind or in other securities securities. (c) Notwithstanding anything contained in this Section 6.09 to the contrary, (i) the Borrower shall be permitted to exchange the Senior Subordinated Notes for substantially identical notes in accordance with the Exchange and Registration Rights Agreement dated as of April 30, 1997, relating to the Senior Subordinated Notes. 79 73 SECTION 6.10. Capital Expenditures. Permit the aggregate amount of Consolidated Capital Expenditures (other than Consolidated Capital Expenditures for patterns and Permitted Acquisitions permitted by Section 6.04(g)) made by the Second Lien Borrower and the Subsidiaries, taken as a whole, in any fiscal year to exceed the sum of (a) $7,000,000, (b) the proceeds of any Equity Issuance made during such fiscal year and substantially concurrently used to fund Consolidated Capital Expenditures, (c) following a prepayment of Term Loans pursuant to Section 2.13(e) during such fiscal year, the amount of Excess Cash Flow for the previous fiscal year of the Borrower not required to be used to prepay Term Loans pursuant to Section 2.13(e) and (d) other Consolidated Capital Expenditures not covered by clauses (a) through (c) above financed by Revolving Loans, so long as the aggregate principal amount of such Revolving Loans at any time outstanding used to finance all such Consolidated Capital Expenditures pursuant to this clause (d) does not exceed the excess of (A) $20,000,000 over (B) the aggregate principal amount of outstanding Revolving Loans used to finance Permitted Acquisitions pursuant to Section 6.04(g); provided, however, that the amount of Consolidated Capital Expenditures in any fiscal year of the Borrower permitted to be incurred pursuant to clause (a) above shall be increased by an amount equal to the amount of unused Consolidated Capital Expenditures permitted to be incurred pursuant to clause (a) above for the immediately preceding fiscal year of the Borrower (without giving effect to this proviso).

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of (i) any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Junior Debt which constitutes Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended Lenders in accordance with the Intercreditor Agreementany material respect, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, in each case to the extent any such waiver, supplement, modification modification, amendment, termination or amendment release would be adverse to the Lenders in any material respect. (ia) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness Junior Debt, except: (other than i) refinancing of Junior Debt not prohibited by Section 6.01; (ii) in the Loansevent that an intercreditor or subordination agreement exists between the Lenders and the Junior Debt (or their respective agents), other than the payment of Junior Debt in respect of Indebtedness a manner permitted under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with terms of such intercreditor or subordination agreement; (iii) the mandatory prepayment provisions payment of secured Junior Debt permitted hereunder that becomes due as a result of the Second Lien Term Loan Agreement as contemplated by Section 2.13(hvoluntary sale or transfer of the property or assets securing such Junior Debt in a manner permitted under the terms of an intercreditor or subordination agreement between the Lenders and the holders of such Junior Debt (or their respective agents) (if any), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by ; and (iv) (x) any conversion of Permitted Convertible Notes solely into common stock of the Lenders pursuant to Section 2.13(fBorrower or its parent (together with cash in lieu of the issuance of any fractional share of stock) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions so long as all of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities Obligations (other than the Second Lien Term Loans)contingent obligations for which no claim has been asserted) have been paid in full in cash prior (and as a condition precedent) thereto, any other redemption, repurchase, exchange, conversion or settlement with respect to any Permitted Convertible Notes.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement (other than the Existing Credit Agreement) pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the any Borrower or any Restricted Subsidiary in an aggregate principal amount in excess of the Subsidiaries $50,000,000 is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release is to (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on such Indebtedness; (iii) add or change any event of default or add any material covenant with respect to such Indebtedness; (iv) change the prepayment provisions of such Indebtedness in any manner adverse to the Lenders; (v) change the subordination provisions thereof (or the subordination terms of any Guarantee thereof); or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the any Borrower, any of Restricted Subsidiary, the Subsidiaries Administrative Agent or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness for borrowed money (other than the Loans), other than in respect ) of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), any Borrower or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, any Restricted Subsidiary or (ii) pay in cash any amount in respect of any such Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities securities, except that (other i) Terex and its Restricted Subsidiaries shall be permitted to do any of the foregoing with the Net Cash Proceeds of any issuance of Equity Interests of Terex or Refinancing Indebtedness, (ii) Terex and its Restricted Subsidiaries shall be permitted to do any of the foregoing if all of the following conditions are satisfied: (x) at the time of such distribution or payment and after giving effect thereto, no Default or Event of Default has occurred and is continuing or would arise as a result thereof and (y) either (A) immediately after giving effect to such distribution or payment, the Consolidated Leverage Ratio shall be less than or equal to 3.75 to 1.00 or (B) the Second Lien aggregate amount of all such distributions or payments made pursuant to this Section 6.09(b) at any time when the Consolidated Leverage Ratio exceeds 3.75 to 1.00 would not exceed $200,000,000, (iii) Terex may at any time repay Indebtedness of any Borrower or any Restricted Subsidiary solely in Equity Interests of Terex and (iv) at any time when there are no Term Loans)Loans outstanding hereunder, Terex may make offers to repurchase at par (“Asset Sale Repurchase Offers”) its Existing Notes in accordance with the indentures governing the same, and may repurchase such notes to the extent tendered in such Asset Sale Repurchase Offers.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower Company or any of the its Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the BorrowerCompany, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and or interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any subordinated Indebtedness (other than for redemption of the Loans)Subordinated Notes or any such redemption, other than in respect repurchase, retirement or acquisition with the proceeds of Indebtedness under otherwise permitted hereunder, which (if the Second Lien Term Loan Agreementsubordinated Indebtedness being redeemed, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h)repurchased, retired or in the case of Declined Proceeds that are retained acquired is required by the Borrower after having been declined by (xterms of this Agreement to be subordinated) is subordinated on terms no less favorable to the Lenders pursuant and has a weighted life to Section 2.13(f) and (y) maturity no less than the lenders under the Second Lien Term Loan Agreement pursuant subordinated Indebtedness to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreementbe refinanced), or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests equity interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. The Borrower will not, nor will it cause or permit any of the Restricted Subsidiaries to: (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments and mandatory prepayments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, (i) any Junior Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay any other Indebtedness for borrowed money (except for the Obligations and intercompany Indebtedness permitted hereby) other than, without duplication, (u) as part of the Transactions, the redemption of an aggregate principal amount of $125,000,000 of the 9.25% Notes and the repurchase of an aggregate principal amount of $48,940,000 of the Borrower's 7.625% Senior Secured Notes due 2006, (v) Optional Repurchases of Refinanceable Indebtedness made after the Restatement Effective Date with Net Available Proceeds received from the issuance and sale of common stock or Non-Cash-Pay Preferred Stock of Allied Waste, provided that such Optional Repurchases are effected not later than 150 days after receipt of such Net Available Proceeds, (w) prepayments of Indebtedness permitted or required pursuant to Section 2.11(c) and Section 6.01(a), (x) payments of Indebtedness incurred pursuant to Section 6.01(a)(xxii), (y) prepayments of Indebtedness incurred under Section 6.01(a)(xvii) or (xx) with the proceeds of other Indebtedness incurred under Section 6.01(a)(xvii) or (xx), respectively, and (z) prepayments of Refinanceable Indebtedness in cash a cumulative amount per Excess Cash Flow Calculation Period not greater than an amount equal to the Borrower's Portion of Excess Cash Flow for the immediately preceding Excess Cash Flow Calculation Period less the amount of other Designated Excess Cash Expenditures made in such current Excess Cash Flow Calculation Period, commencing with the Excess Cash Flow Calculation Period ended March 31, 2005; provided however that, in the event that the Borrower issues or incurs Refinancing Indebtedness with respect to the Indebtedness prepaid, repurchased or redeemed pursuant to this clause (z) no later than 30 days after making any such prepayment, repurchase or redemption, then the Borrower's Portion of Excess Cash Flow available in such Excess Cash Flow Calculation Period shall be increased in an amount equal to the Net Available Proceeds received in respect connection with such issuance or incurrence, provided that such amount of the Borrower's Portion of Excess Cash Flow shall not be increased by an amount greater than the amount expended in connection with the applicable prepayment, repurchase or redemption by the Borrower; provided, further, however, that for purposes of determining the amount of Indebtedness that may be prepaid, repurchased or redeemed pursuant to this paragraph (a) in circumstances where the determination of such amount is based on the Net Available Proceeds of a separate issuance or incurrence of Indebtedness, the Net Available Proceeds of such separate issuance or incurrence of Indebtedness shall be deemed to equal the Net Available Proceeds thereof without giving effect to any deduction of fees or expenses of such separate issuance of Indebtedness that are paid with the proceeds of Revolving Loans or Swingline Loans in accordance with Section 5.16; or (b) make any payment or prepayment of any Indebtedness that would violate the terms of this Agreement or preferred Equity Interests that may at of such Indebtedness, any agreement or document evidencing, related to or securing the obligor’s option be paid in kind payment or in other securities (other than the Second Lien Term Loans)performance of such Indebtedness or any subordination agreement or provision applicable to such Indebtedness.

Other Indebtedness and Agreements. (a) Permit (i) The Borrower will not (and will not permit any of its Subsidiaries to) effect (x) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any unsecured Indebtedness, any Indebtedness that is expressly subordinated in right of payment to the Second Lien Term obligations of the Loan Parties in respect of the Loan Documents or any subordinated Material Indebtedness of Holdingsthat is secured by junior-priority security interest in any collateral securing the Facilities (collectively, the Borrower or together with any Permitted Refinancing of the Subsidiaries is outstanding foregoing, “Junior Financing”) if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner be adverse to Holdings, the Borrower, Lenders in any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, material respect or (iiy) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (iii) Make The Borrower will not (and will not permit any distributionof its Subsidiaries to) prepay, whether redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in cashany manner any Junior Financing (it being understood that payments of regularly scheduled interest and principal shall be permitted) or make any payment in violation of any subordination terms of any Junior Financing, propertyexcept (a) the refinancing of any Junior Financing with any Permitted Refinancing thereof and (b) the prepayment, securities redemption, purchase, defeasement or a combination other satisfaction prior to the scheduled maturity of any Junior Financing or Permitted Refinancing thereof, other than regular scheduled payments in an aggregate amount not to exceed the greater of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) $50,000,000 and (y) the lenders under the Second Lien Term Loan Agreement pursuant such other amount, so long as after giving pro forma effect to the mandatory prepayment provisions thereofincurrence of such Indebtedness (and the use of proceeds therefrom) and the pro forma adjustments described in Section 1.07, with such Declined Proceeds (1) the Leverage Ratio is equal to or less than 3.00 to 1.00 and (2) no Event of Default shall have occurred and be continuing or would result therefrom. (iii) The Borrower will not (and will not permit any of its Subsidiaries to) enter into or permit to exist any contractual obligation (other than this Agreement or any other Loan Document) that limits the ability of any of its Subsidiaries to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in accordance with the voluntary prepayment provisions of Borrower or any Guarantor, except for (i) any agreement in effect on the Second Lien Term Loan AgreementTranche B Effective Date and described on Schedule 5.03(l), or (ii) pay any agreement in cash effect at the time any amount Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in respect contemplation of such Person becoming a Subsidiary of the Borrower, (iii) any agreement representing Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 5.03(k), (iv) any agreement in connection with a Disposition permitted hereunder, (v) customary provisions in joint venture agreements or other similar agreements applicable to joint ventures permitted under Section 5.03(j) and applicable solely to such joint venture entered into in the Ordinary Course of Business, (vi) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (vii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (viii) in each case so long as no Subsidiary of the Borrower is restricted from making Restricted Payments or transfers to the Borrower, customary restrictions contained in Indebtedness or preferred Equity Interests that may at permitted under this Agreement to the obligor’s option be paid in kind or in other securities (other extent no more restrictive to the Borrower and its Subsidiaries than the Second Lien Term Loanscovenants contained in this Agreement and (ix) restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the Ordinary Course of Business (in which case such restriction shall relate only to such intellectual property).

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner (taken as a whole) materially adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Term Lenders in any material respect. (b) (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest and mandatory prepayments as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, and customary fees and expenses in connection therewith, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness except (other than A) the Loans)payment of the Indebtedness created hereunder, other than in respect (a) refinancings of Indebtedness under permitted by Section 6.01 and (b) the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions payment of secured Indebtedness that becomes due as a result of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), voluntary sale or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions transfer of the Second Lien Term Loan Agreement, property or assets securing such Indebtedness or (ii4) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of (i) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, or (ii) the November 2013 5.625% Senior Unsecured Note Documents, to the extent any such waiver, supplement, modification or amendment would be materially adverse to the Lenders Lenders; provided that nothing in this Section 6.09(a) shall prohibit the refinancing, replacement, extension or other similar modification of any material respectIndebtedness to the extent otherwise permitted by Section 6.01. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, the November 2013 5.625% Senior Unsecured Notes or any other Indebtedness that is subordinated in right of payment to the Obligations except (i) refinancings with the proceeds of Indebtedness permitted by Section 6.01 (it being [[5517420]] #93623000v7 understood that this clause permits the proceeds of such Indebtedness to be invested in a Person that applies such funds to redeem, repurchase, retire or otherwise acquire all or part of such November 2013 5.625% Senior Unsecured Notes or other than the Loanssubordinated Indebtedness and pay related accrued interest, premium, fees and expenses), (ii) payments to redeem, repurchase, retire or otherwise acquire for consideration November 2013 5.625% Senior Unsecured Notes or such other than subordinated Indebtedness in respect anticipation of Indebtedness under satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the Second Lien Term Loan Agreementdate of such redemption, with Declined Proceeds applied in accordance repurchase, retirement or acquisition, (iii) payments financed with the mandatory prepayment provisions proceeds of Qualified Capital Stock or Subordinated Shareholder Loans and (iv) so long as any payment of Loans required to be made pursuant to Section 2.13 with respect to the applicable transaction shall have been made, the payment of the Second Lien Term Loan Agreement November 2013 5.625% Senior Unsecured Notes or other subordinated Indebtedness pursuant to applicable “change of control” or other asset sale offer requirements. (c) Notwithstanding the foregoing, Holdings and the Subsidiaries may pay, redeem, repurchase, retire or otherwise acquire for value Indebtedness in transactions that would otherwise be prohibited by paragraph (b) above, so long as contemplated by the aggregate amount expended does not exceed (i) the Available Amount and (ii) together with aggregate amount of investments made pursuant to Section 2.13(h6.04(k) and Restricted Payments made pursuant to Section 6.06(a)(xiii), or the amount of Excluded Contributions, so long as, in the case of Declined Proceeds that are retained by the Borrower after having been declined by clause (i), (x) at the Lenders pursuant to Section 2.13(f) time of such payment, both before and after giving effect thereto, no Event of Default shall have occurred and be continuing and (y) Holdings and the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds Subsidiaries would be in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)Pro Forma Compliance.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness (including the Senior Secured Notes, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, the Senior Notes, the Existing Unsecured Notes, any New Incremental Notes and any Permitted Ratio Debt) of Holdings, the Borrower Borrowers or any of the Borrowers’ respective Restricted Subsidiaries is outstanding if without the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations prior written consent of the obligor or confer additional material rights on Administrative Agent, except (x) to the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, extent any of the Subsidiaries or foregoing is not adverse to the Lenders; provided that interests of the Second Lien Term Lenders under the Loan Documents may be amended in accordance with the Intercreditor Agreement, any material respect or (y) in connection with any Permitted Refinancing of Indebtedness permitted under Section 6.01, (ii) any amendment of or change to the subordination provisions of any Subordinated Indebtedness (and the component definitions as used therein) or (iii) any waiver, supplement, modification or amendment of (A) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents or (B) that certain indemnification agreement dated as of February 9, 2010 between Xxxxxxx Xxxxx and Harbinger Capital Partners Master Fund I, Ltd., in each case to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (ia) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest interest, and customary fees, premiums and indemnities as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness (other than the Loans)Junior Financing, other than in respect connection with (1) distributions, payments, commitments to pay, redemptions, repurchases, retirements and acquisitions for consideration, the aggregate amount of Indebtedness under the Second Lien Term Loan Agreementwhich, with Declined Proceeds applied in accordance when combined with the mandatory prepayment provisions aggregate amount of Restricted Payments made pursuant to Section 6.06(a)(vii), do not exceed $50,000,000 in any fiscal year, (2) distributions, payments, commitments to pay, redemptions, repurchases, retirements and acquisitions for consideration in an amount equal to the portion, if any, of the Second Lien Term Loan Agreement as contemplated by Section 2.13(hAvailable ECF Amount on such date that the Borrowers elect to apply to this clause 6.09(b)(i)(2), or such election to be specified in a written notice of a Responsible Officer of the Lead Borrower calculating in reasonable detail the amount of Available ECF Amount immediately prior to such election and the amount thereof elected to be so applied and including reasonably detailed calculations required to demonstrate compliance with the Secured Net Leverage Ratio required by clause (y) of the immediately succeeding proviso and (3) any Permitted Refinancing thereof; provided that (x) in the case of Declined Proceeds that are retained by the Borrower foregoing clauses (1) and (2), at the time of such transaction after having been declined by (x) the Lenders pursuant to Section 2.13(f) giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) in the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions case of the Second Lien Term Loan Agreementforegoing clause (2), the Secured Net Leverage Ratio at the time of making such distribution, payment, commitment to pay, redemption, repurchase, retirement or acquisition for consideration, would be no greater than 3.25 to 1.00, calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period prior to such distribution, payment, commitment to pay, redemption, repurchase, retirement or acquisition for consideration, for which the financial statements and certificates required by Section 5.04a) or 5.04(b), as the case may be, have been delivered; or (iii) if a Default exists or would result therefrom, pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the applicable obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any organizational documents of Holdings, the Borrowers or any Subsidiary Guarantor in a manner that would adversely and materially affect the interests of the Lenders, or any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness Junior Debt of Holdings, the Borrower Borrowers or any of the Restricted Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to Holdings, the BorrowerBorrowers, any of the Restricted Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire retire, or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness Junior Debt except (i) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing Indebtedness, (ii) the prepayment, redemption, repurchase, defeasance, exchange, acquisition or retirement or other acquisition of any Junior Debt in exchange for, or out of the proceeds of, the substantially concurrent sale of, Qualified Capital Stock of Holdings or contributions to the equity capital of Holdings (other than any Disqualified Capital Stock) not otherwise included in the Loans)Available Basket Amount, (iii) the prepayment, redemption, repurchase, defeasance, exchange, acquisition or retirement or other than acquisition of any Junior Debt in respect an amount not to exceed the Available Basket Amount immediately prior to the time such payment is paid; provided that (a) no Event of Indebtedness under Default has occurred and is continuing at the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with time of any such payment or would result therefrom and (b) the mandatory prepayment provisions Total Net Leverage Ratio calculated on a Pro Forma Basis as of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in last day of the case of Declined Proceeds that are retained by the Borrower after having most recently ended Test Period for which financial statements have been declined by (x) the Lenders delivered pursuant to Section 2.13(f5.04(a) or (b), as applicable, prior to the date of the execution of the definitive agreement governing such payment shall not exceed 2.50 to 1.00, (iv) the payment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, on the date of such final maturity, purchase, repurchase, redemption, defeasance or other acquisition or retirement, (v) regularly scheduled payments of interest, mandatory prepayments, fees, expenses and indemnification obligations and (yvi) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect conversion of any Indebtedness Junior Debt to Qualified Capital Stock of Holdings or preferred Equity Interests that may at the obligor’s option be paid Borrowers and the payment of cash in kind or lieu of fractional shares in other securities (other than the Second Lien Term Loans)connection therewith.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan governing any Indebtedness or preferred stock of any subordinated Material Indebtedness of Holdings, the Borrower or any of Subsidiary, or modify its charter or by-laws, in each case to the Subsidiaries is outstanding if the effect of extent that any such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (b) Permit any waiver, supplement, modification, amendment, termination or release (i) prior to any Permitted CBHS Sale, of the Operating Agreement, the Franchise Agreement or the Lease and (ii) of any Transaction Document to which it is a party after the Closing Date, in each case to the extent that any such waiver, supplement, modification, amendment, termination or release would be adverse to the interest of the Lenders in any material respect, without the consent of the Required Lenders. (c) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any subordinated Indebtedness for borrowed money of any Loan Party or any Subsidiary, except for (other than i) the Loans), other than in respect refinancing of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance connection with the mandatory prepayment provisions consummation of the Second Lien Term Loan Agreement as contemplated Transactions, (ii) the refinancings of Indebtedness permitted by Section 2.13(h)6.01, or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (xiii) the Lenders Indebtedness permitted pursuant to Section 2.13(f6.01(h) and (yiv) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)Permitted Debt Repurchases.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination modification or release amendment of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Subordinated Indebtedness in an aggregate principal amount exceeding $35,000,000 of Holdings, the Borrower Holdings or any of the Restricted Subsidiaries is outstanding if the effect of other than any such waiver, supplement, modification, amendment, termination modification or release would materially amendment (A) that does not increase the obligations of the obligor or confer additional material rights on the holder of such Subordinated Indebtedness in a manner adverse in any material respect to Holdings, the Borrower, any of the Restricted Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance Lenders or (B) otherwise complies with the Intercreditor Agreement, definition of “Permitted Refinancing Indebtedness” or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-by laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions)) or from the proceeds of Permitted Refinancing Indebtedness, in respect of, or pay, or commit to pay, or or, directly or indirectly (including pursuant to any Synthetic Purchase Agreement) ), redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Subordinated Indebtedness in an aggregate outstanding principal amount exceeding $35,000,000 (other than the Loans), other than or Permitted Refinancing Indebtedness in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(hthereof), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Subordinated Indebtedness in an aggregate outstanding principal amount exceeding $35,000,000 or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities securities, except, in each case, (other I) payments at any time in an aggregate amount not exceeding the Cumulative Credit when, on a pro forma basis after giving effect thereto, no Event of Default shall have occurred and be continuing and the Net Total Leverage Ratio on a pro forma basis is not greater than 3.50 : 1.00 or (II) if, at the Second Lien Term Loans)time of any such distribution or payment, on a pro forma basis after giving effect thereto, the RP Payment Conditions are satisfied.

Other Indebtedness and Agreements. (a) Permit any waiver, supplement, modification, amendment, termination or release of (i) the Recapitalization Agreement or (ii) any instrument or agreement pursuant to which any preferred stock of the Borrower or any Subsidiary is outstanding with an aggregate liquidation value in excess of $1,000,000, or modify its charter or by-laws, in each case to the extent that any such waiver, supplement, modification, amendment, termination or release would be adverse to the Lenders in any material respect. (b) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any Subsidiary in an aggregate principal amount in excess of the Subsidiaries $1,000,000 is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release is to (i) increase the interest rate on such Indebtedness; (ii) change the dates upon which payments of principal or interest are due on such Indebtedness; (iii) change any event of default or add any covenant with respect to such Indebtedness; (iv) change the prepayment provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any Guarantee thereof); or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of Subsidiary, the Subsidiaries Administrative Agent or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions for borrowed money of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), Borrower or any Subsidiary in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, an outstanding principal amount exceeding $1,000,000 or (ii) pay in cash any amount in respect of any such Indebtedness or preferred Equity Interests that may at the obligor’s 's option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of (i) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, or (ii) the November 2013 5.625% Senior Unsecured Note Documents, to the extent any such waiver, supplement, modification or amendment would be materially adverse to the Lenders Lenders; provided that nothing in this Section 6.09 (a) shall prohibit the refinancing, replacement, extension or other similar modification of any material respectIndebtedness to the extent otherwise permitted by Section 6.01. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, the November 2013 5.625% Senior Unsecured Notes or any other Indebtedness that is subordinated in right of payment to the Obligations except (i) refinancings with the proceeds of Indebtedness permitted by Section 6.01 (it being understood that this clause permits the proceeds of such Indebtedness to be invested in a Person that applies such funds to redeem, repurchase, retire or otherwise acquire all or part of such November 2013 5.625% Senior Unsecured Notes or other than the Loanssubordinated Indebtedness and pay related accrued interest, premium, fees and expenses), (ii) payments to redeem, repurchase, retire or otherwise acquire for consideration November 2013 5.625% Senior Unsecured Notes or such other than subordinated Indebtedness in respect anticipation of Indebtedness under satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the Second Lien Term Loan Agreementdate of such redemption, with Declined Proceeds applied in accordance repurchase, retirement or acquisition, (iii) payments financed with the mandatory prepayment provisions proceeds of Qualified Capital Stock or Subordinated Shareholder Loans and (iv) so long as any payment of Loans required to be made pursuant to Section 2.13 with respect to the applicable transaction shall have been made, the payment of the Second Lien Term Loan Agreement November 2013 5.625% Senior Unsecured Notes or other subordinated Indebtedness pursuant to applicable “change of control” or other asset sale offer requirements. (c) Notwithstanding the foregoing, Holdings and the Subsidiaries may pay, redeem, repurchase, retire or otherwise acquire for value Indebtedness in transactions that would otherwise be prohibited by paragraph (b) above, so long as contemplated by the aggregate amount expended does not exceed (i) the Available Amount and (ii) together with aggregate amount of investments made pursuant to Section 2.13(h6.04(k) and Restricted Payments made pursuant to Section 6.06(a)(xiii), or the amount of Excluded Contributions, so long as, in the case of Declined Proceeds that are retained by the Borrower after having been declined by clause (i), (x) at the Lenders pursuant to Section 2.13(f) time of such payment, both before and after giving effect thereto, no Event of Default shall have occurred and be continuing and (y) Holdings and the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds Subsidiaries would be in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)Pro Forma Compliance.

Other Indebtedness and Agreements. The Issuer will not, and will not permit any of its Subsidiaries to, directly or indirectly: (a) Permit any (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument Subordinated Indebtedness or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, First Allied Credit Agreement that would have a material and adverse effect on the Borrower or any interests of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations Holders of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Notes or (ii) any waiver, supplement, modification or amendment of (x) its certificate of incorporation, certificate of formation, by-laws, operating, management or partnership agreement or other organizational documents or (y) any Management Agreement, in each case to the extent any such waiver, supplement, modification or amendment would be materially adverse to the Lenders in Holders of the Notes (it being understood and agreed that any material respectincrease in the fees payable under any Management Agreement shall be deemed to be materially adverse to the Holders of the Notes). (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness Subordinated Indebtedness, except: (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (xi) the Lenders refinancings pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or 4.09(l); (ii) pay in cash any amount the payment of regularly scheduled interest payments as and when due in respect of any Subordinated Indebtedness permitted under Section 4.09; (iii) so long as no Default or preferred Event of Default has occurred and is continuing, any payment, redemption, repurchase, retirement or other acquisition for consideration of any principal amount of Subordinated Indebtedness in an amount not exceeding the Cumulative Retained Equity Interests that may at Amount; and (iv) the obligor’s option be paid in kind prepayment, repayment or in other securities (other than redemption of the Second Lien Term Loans)RCAP Holdings Notes.

Other Indebtedness and Agreements. (a) Permit Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) effect (i) any waiver, supplement, modification, amendment, termination modification or release amendment of (A) (x) any indenture, instrument or agreement pursuant to which any unsecured Material Indebtedness, any Indebtedness that is expressly subordinated in right of payment to the Second Lien Term obligations of the Loan Parties in respect of the Loan Documents or any subordinated Material Indebtedness that is secured by junior-priority security interest in any Collateral securing the Facilities and (y) the 2020/2040 Indenture (collectively, together with any Permitted Refinancing of Holdingsthe foregoing, the Borrower “Junior Financing”) or (B) any of the Subsidiaries is outstanding Leidos Loan Documents, in each case, if the effect of such waiver, supplement, modificationmodification or amendment (1) would be adverse to the Lenders in any material respect (as determined in good faith by Holdings) or (2) solely with respect to the Leidos Loan Documents, amendment, termination or release would materially increase the obligations is in violation of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Leidos/Spinco Intercreditor Agreement, Agreement or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (b) Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing (it being understood and agreed that payments of regularly scheduled interest and principal shall be permitted) or make any payment in violation of any subordination terms of any Junior Financing (each, a “Restricted Debt Payment”), except: (i) Make the refinancing of any distributionJunior Financing with any Permitted Refinancing thereof; (ii) the prepayment, whether redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing, so long as after giving pro forma effect thereto and the pro forma adjustments described in cashSection 1.07, property(A) the Leverage Ratio is equal to or less than 3.00 to 1.00 and (B) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (iii) the prepayment, securities redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing in an aggregate amount not to exceed the portion, if any, of the Available Amount as of such time that Holdings or the Borrower elects to apply to this Section 6.10(b)(iii), such election to be specified in a combination thereofwritten notice of a Financial Officer of Holdings calculating in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied; provided that, in the case of this Section 6.10(b)(iii), (1) before and after giving effect to any such prepayment, redemption, purchase, defeasement or other satisfaction, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) after giving effect to any such prepayment, redemption, purchase, defeasement or other satisfaction, the Leverage Ratio is equal to [[3596554]] or less than 3.50 to 1.00 on a pro forma basis after giving effect to such prepayment, redemption, purchase, defeasement or other satisfaction and the pro forma adjustments described in Section 1.07; (c) Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) enter into or permit to exist any contractual obligation (other than regular scheduled payments this Agreement or any other Loan Document) that limits the ability of principal and interest as and when due (any of the Restricted Subsidiaries to make Restricted Payments to the extent not prohibited by applicable subordination provisions)Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for (i) any agreement in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for effect on the aforesaid purposes any Indebtedness Closing Date (other than the LoansLeidos Loan Documents) and described on Schedule 6.10, (ii) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iii) any agreement representing Indebtedness of a Restricted Subsidiary which is not a Loan Party which is permitted by Section 6.09, (iv) any agreement in connection with a Disposition permitted hereunder, (v) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements or other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (vi) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business of Holdings and the Restricted Subsidiaries, (vii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (viii) customary restrictions contained in Indebtedness permitted under this Agreement to the extent no more restrictive, taken as a whole, to Holdings and the Restricted Subsidiaries in any material respect than the covenants contained in this Agreement (as reasonably determined by the Borrower), other than (ix) restrictions regarding licenses or sublicenses by Holdings and the Restricted Subsidiaries of IP Rights in respect the Ordinary Course of Indebtedness under Business of Holdings and the Second Lien Term Loan Agreement, with Declined Proceeds applied Restricted Subsidiaries (in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(hwhich case such restriction shall relate only to such IP Rights), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) provisions in agreements or instruments that prohibit the Lenders pursuant payment of dividends or the making of other distributions with respect to Section 2.13(fany class of Equity Interests of a Person other than on a pro rata basis to the holders thereof, (xi) restrictions imposed by applicable law; (xii) the Leidos Loan Documents; (xiii) any restrictions or conditions imposed by the Acquisition Agreement or in connection with the Acquisition Transactions; and (yxiv) any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (i) through (xiii) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions good faith judgment of the Second Lien Term Loan AgreementBorrower, no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)refinancing.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in each case in a manner materially adverse to Holdings, the Borrower, any interests of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of the Governance Agreement or of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, in each case to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect, provided that Holdings or any Subsidiary (x) may issue Equity Interests so long as such issuance is not prohibited by Section 6.06(a) or Section 6.15, and (y) may amend or modify its organizational documents to authorize any such Equity Interests or to effect any Permitted Reorganization, or (iii) any waiver, supplement, modification, amendment, renewal or replacement of the Southern Company Agreement, in each case to the extent any such waiver, supplement, modification, amendment, renewal or replacement would be materially more adverse to the Liens of the Secured Parties under the Security Documents. (ib) Make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on, or make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), thereof in respect of, or pay, or commit to payof such prepayment, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, (i) any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan AgreementCredit Agreement (or extensions, with Declined Proceeds applied renewals, refinancings and replacements of such Indebtedness permitted pursuant to Section 6.01(f)) or (ii) any Indebtedness of Holdings and the Subsidiaries that is by its terms subordinated in accordance with right of payment to the mandatory prepayment provisions Obligations, other than (x) prepayments of loans under the Second Lien Term Loan Credit Agreement as contemplated by (or extensions, renewals, refinancings and replacements of such loans permitted pursuant to Section 2.13(h6.01(f), or in the case of ) with Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders not required to be used to prepay Loans or cash collateralize Letters of Credit pursuant to Section 2.13(f) 2.13 and (y) extensions, renewals, refinancings and replacements of the lenders Indebtedness under the Second Lien Term Loan Credit Agreement permitted pursuant to Section 6.01(f) and the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Intercreditor Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans).

Other Indebtedness and Agreements. (ai) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries Subsidiary Guarantors is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries Subsidiary Guarantors or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments and mandatory payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness except (other than A) the Loans)payment of the Indebtedness created hereunder or intercompany Indebtedness owing to any Loan Party, other than in respect (B) refinancings of Indebtedness under permitted by Section 6.01 and (C) the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions payment of secured Indebtedness that becomes due as a result of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), voluntary sale or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions transfer of the Second Lien Term Loan Agreementproperty or assets securing such Indebtedness, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a%3) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of (i) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, or (ii) the November 2013 5.625% Senior Unsecured Note Documents, to the extent any such waiver, supplement, modification or amendment would be materially adverse to the Lenders Lenders; provided that nothing in this Section 6.09(a) shall prohibit the refinancing, replacement, extension or other similar modification of any material respectIndebtedness to the extent otherwise permitted by Section 6.01. (ia) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, the November 2013 5.625% Senior Unsecured Notes or any other Indebtedness that is subordinated in right of payment to the Obligations except (i) refinancings with the proceeds of Indebtedness permitted by Section 6.01 (it being understood that this clause permits the proceeds of such Indebtedness to be invested in a Person that applies such funds to redeem, repurchase, retire or otherwise acquire all or part of such November 2013 5.625% Senior Unsecured Notes or other than the Loanssubordinated Indebtedness and pay related accrued interest, premium, fees and expenses), (ii) payments to redeem, repurchase, retire or otherwise acquire for consideration November 2013 5.625% Senior Unsecured Notes or such other than subordinated Indebtedness in respect anticipation of Indebtedness under satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the Second Lien Term Loan Agreementdate of such redemption, with Declined Proceeds applied in accordance repurchase, retirement or acquisition, (iii) payments financed with the mandatory prepayment provisions proceeds of Qualified Capital Stock or Subordinated Shareholder Loans and (iv) so long as any payment of Loans required to be made pursuant to Section 2.13 with respect to the applicable transaction shall have been made, the payment of the Second Lien Term Loan Agreement November 2013 5.625% Senior Unsecured Notes or other subordinated Indebtedness pursuant to applicable “change of control” or other asset sale offer requirements. (b) Notwithstanding the foregoing, Holdings and the Subsidiaries may pay, redeem, repurchase, retire or otherwise acquire for value Indebtedness in transactions that would otherwise be prohibited by paragraph (b) above, so long as contemplated by the aggregate amount expended does not exceed (i) the Available Amount and (ii) together with aggregate amount of investments made pursuant to Section 2.13(h6.04(k) and Restricted Payments made pursuant to Section 6.06(a)(xiii), or the amount of Excluded Contributions, so long as, in the case of Declined Proceeds that are retained by the Borrower after having been declined by clause (i), (x) at the Lenders pursuant to Section 2.13(f) time of such payment, both before and after giving effect thereto, no Event of Default shall have occurred and be continuing and (y) Holdings and the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds Subsidiaries would be in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)Pro Forma Compliance.

Other Indebtedness and Agreements. (a) Permit The Borrower shall not, and shall not permit any Subsidiary to, permit any (i) any waiver, supplement, modification, amendment, termination or release of any indentureSenior Unsecured Notes Document, instrument or agreement pursuant to which the Second Lien Term Loan any Existing Convertible Notes Document (or any subordinated Material document related to any Permitted Refinancing Indebtedness of Holdings, the Borrower in respect thereof) or any of the Subsidiaries is outstanding document related to any Subordinated Indebtedness if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries Subsidiary or the Lenders; provided that the Second Lien Term Loan Documents may be amended Lenders in accordance with the Intercreditor Agreement, or any material respect (ii) waiver, supplement, modification, amendment, termination or release of any Additional Unsecured Debt Document if the effect of such waiver, supplement, modification, amendment, termination or release would result in the terms of the Additional Unsecured Debt not satisfying the requirements of Section 6.01(j) or (iii) waiver, supplement, modification or amendment of its certificate of incorporation, certificate of formation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (b) The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, make (or give any notice in respect of) any voluntary or optional payment or prepayment on or redemption, repurchase or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of (including by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), any Existing Convertible Notes (or any Permitted Refinancing Indebtedness in respect thereof), Senior Unsecured Notes, Additional Unsecured Debt or any Subordinated Indebtedness, except: (A) Existing Convertible Notes may be refinanced with the proceeds of Permitted Refinancing Indebtedness in respect thereof; (B) the Borrower may pay, prepay, redeem, repurchase or acquire for value any then outstanding Existing Convertible Notes (or any Permitted Refinancing Indebtedness in respect thereof), Senior Unsecured Notes, Additional Unsecured Debt or Subordinated Indebtedness with the Net Cash Proceeds received from any new issuance or incurrence by the Borrower of Additional Unsecured Debt so long as no Default or Event of Default has occurred and is continuing prior to or after giving effect to any such payment, prepayment, redemption, repurchase or acquisition; (C) the Borrower may pay, prepay, redeem, repurchase or acquire for value any then outstanding Existing Convertible Notes (or any Permitted Refinancing Indebtedness in respect thereof), Senior Unsecured Notes, Additional Unsecured Debt or Subordinated Indebtedness so long as (i) Make no Default or Event of Default has occurred and is continuing prior to or after giving effect to such payment, (ii) the Total Leverage Ratio as of the most recently completed period of four consecutive fiscal quarters ending prior to such payment, prepayment, redemption, repurchase or acquisition for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered shall be less than the lesser of (x) 5.25:1.00 and (y) the applicable covenant level set forth in Section 6.11 (whether or not then in effect), in each case, on a Pro Forma Basis after giving effect to such payment, prepayment, redemption, repurchase or acquisition, and (iv) the aggregate amount of payments pursuant to this clause (C) does not exceed the Available Amount as in effect immediately before the respective payment, prepayment, redemption, repurchase or acquisition; provided that the requirement in preceding clause (ii) shall not apply to the extent that any such payment, prepayment, redemption, repurchase or acquisition of any Existing Convertible Notes is made with the portion of the Available Amount attributable to any Net Cash Proceeds from any Equity Issuance by the Borrower; and (D) to the extent effected in accordance with the terms of the Existing Convertible Notes Documents, outstanding Existing Convertible Notes may be converted into Qualified Capital Stock of the Borrower so long as any cash payments made by the Borrower or any Subsidiary in respect thereof is permitted by the foregoing provisions of this Section 6.09(b) or by Section 6.06(a). Notwithstanding anything to the contrary contained above in this Section 6.09(b), in no event shall the Borrower or any Subsidiary make any payment of any kind or character on account of any Subordinated Indebtedness (whether in respect of principal, interest or otherwise) to the extent that such payment would be prohibited by the applicable subordination provisions of such Subordinated Indebtedness. (c) The Borrower shall not, and shall not permit any Subsidiary to, make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or paypay (whether in respect of principal, interest or commit to payother amounts), or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes consideration any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders incurred pursuant to Section 2.13(f6.01(l) in excess of, when combined with all payments and repurchases made pursuant to Section 6.06(a)(ii) in any fiscal year (determined without giving effect to the final proviso of such Section 6.06(a)(ii)), $10,000,000 during any fiscal year (plus, starting with the 2015 fiscal year, the portion of such amount not utilized in the immediately preceding year pursuant to this Section 6.09(c) and (ySection 6.06(a)(ii)) the lenders under the Second Lien Term Loan Agreement pursuant so long as no Default or Event of Default has occurred and is continuing prior to the mandatory prepayment provisions thereof, with or after giving effect to such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, distribution or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)payment.

Other Indebtedness and Agreements. (a) Permit Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) effect (i) any waiver, supplement, modification, amendment, termination modification or release amendment of (A) (x) any indenture, instrument or agreement pursuant to which any unsecured Material Indebtedness, any Indebtedness that is expressly subordinated in right of payment to the Second Lien Term obligations of the Loan Parties in respect of the Loan Documents or any subordinated Material Indebtedness that is secured by junior-priority security interest in any Collateral securing the Facilities and (y) the 2020/2040 Indenture (collectively, together with any Permitted Refinancing of Holdingsthe foregoing, the Borrower “Junior Financing”) or (B) any of the Subsidiaries is outstanding Spinco Loan Documents, in each case, if the effect of such waiver, supplement, modificationmodification or amendment (1) would be adverse to the Lenders in any material respect (as determined in good faith by Holdings) or (2) solely with respect to the Spinco Loan Documents, amendment, termination or release would materially increase the obligations is in violation of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Leidos/Spinco Intercreditor Agreement, Agreement or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (a) Other than during a Lien Suspension Period, neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing (it being understood and agreed that payments of regularly scheduled interest and principal shall be permitted) or make any payment in violation of any subordination terms of any Junior Financing (each, a “Restricted Debt Payment”), except: (i) Make the refinancing of any distributionJunior Financing with any Permitted Refinancing thereof; (ii) the prepayment, whether redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing, so long as after giving pro forma effect thereto and the pro forma adjustments described in cashSection 1.07, property(A) the Leverage Ratio is equal to or less than 3.00 to 1.00 and (B) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (iii) the prepayment, securities redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing in an aggregate amount not to exceed the portion, if any, of the Available Amount as of such time that Holdings or the Borrower elects to apply to this Section 6.10(b)(iii), such election to be specified in a combination thereofwritten notice of a Financial Officer of Holdings calculating in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied; provided that, in the case of this Section 6.10(b)(iii), (1) before and after giving effect to any such prepayment, redemption, purchase, defeasement [[3666665]] or other satisfaction, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) after giving effect to any such prepayment, redemption, purchase, defeasement or other satisfaction, the Leverage Ratio is equal to or less than 3.50 to 1.00 on a pro forma basis after giving effect to such prepayment, redemption, purchase, defeasement or other satisfaction and the pro forma adjustments described in Section 1.07; (b) Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) enter into or permit to exist any contractual obligation (other than regular scheduled payments this Agreement or any other Loan Document) that limits the ability of principal and interest as and when due (any of the Restricted Subsidiaries to make Restricted Payments to the extent not prohibited by applicable subordination provisions)Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for (i) any agreement in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for effect on the aforesaid purposes any Indebtedness Closing Date (other than the LoansSpinco Loan Documents) and described on Schedule 6.10, (ii) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iii) any agreement representing Indebtedness of a Restricted Subsidiary which is not a Loan Party which is permitted by Section 6.09, (iv) any agreement in connection with a Disposition permitted hereunder, (v) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements or other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (vi) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business of Holdings and the Restricted Subsidiaries, (vii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (viii) customary restrictions contained in Indebtedness permitted under this Agreement to the extent no more restrictive, taken as a whole, to Holdings and the Restricted Subsidiaries in any material respect than the covenants contained in this Agreement (as reasonably determined by the Borrower), other than (ix) restrictions regarding licenses or sublicenses by Holdings and the Restricted Subsidiaries of IP Rights in respect the Ordinary Course of Indebtedness under Business of Holdings and the Second Lien Term Loan Agreement, with Declined Proceeds applied Restricted Subsidiaries (in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(hwhich case such restriction shall relate only to such IP Rights), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) provisions in agreements or instruments that prohibit the Lenders pursuant payment of dividends or the making of other distributions with respect to Section 2.13(fany class of Equity Interests of a Person other than on a pro rata basis to the holders thereof, (xi) restrictions imposed by applicable law; (xii) the Spinco Loan Documents; (xiii) any restrictions or conditions imposed by the Acquisition Agreement or in connection with the Acquisition Transactions; and (yxiv) any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (i) through (xiii) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions good faith judgment of the Second Lien Term Loan AgreementBorrower, no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)refinancing.

Other Indebtedness and Agreements. (a) Permit (i) Permit any waiver, supplement, modification, amendment, termination modification or release amendment of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan any Subordinated Indebtedness or Permitted Junior Debt or any subordinated Material Indebtedness Permitted Refinancing Debt thereof of Holdings, the Borrower or any of the Subsidiaries Restricted Subsidiary is outstanding if the effect of such waiver, supplement, modification, modification or amendment, termination or release taken as a whole, would be materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries Restricted Subsidiary or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) consent to any waiveramendment, supplement, waiver or other modification or amendment change of its certificate Organizational Documents or the in any manner if the effect thereof, taken as a whole, would be materially adverse to the Lenders (it being understood and agreed that the amendments and restatements of incorporationthe Organizational Documents in existence prior to the Closing Date to be made on the Closing Date to effectuate changes disclosed to and previously agreed to by the Administrative Agent and the Borrower prior to the Closing Date to reflect any name changes on the Closing Date, by-lawsthe IPO, operatingthe Specified IPO Transactions and the related transactions shall not be deemed to be materially adverse to the Lenders), management (iii) waive, supplement, amend, modify or partnership agreement change, or other organizational documents cancel or terminate, in any manner any term or condition of any Related Document or give any consent, waiver or approval thereunder, except to the extent any that such waiver, supplement, modification amendment, modification, change, cancellation, termination, consent or amendment would approval could not reasonably be expected to have a Material Adverse Effect, or (iv) other than in the ordinary course of business or otherwise in accordance with Prudent Industry Practices, waive, supplement, amend, modify or change, cancel or terminate any Contractual Obligation or give any consent, waiver or approval thereunder, except to the extent that such waiver, supplement, amendment, modification, change, cancellation, termination, consent or approval could not reasonably be expected to have a Material Adverse Effect. Super Parent and the General Partner will not, and will not allow its respective equity holders to, amend, supplement, waive or otherwise modify or change the Parent LP Agreement in any manner if the effect thereof, taken as a whole, is materially adverse to the Lenders in any material respectLenders. (ib) Make Other than distributions and payments in an aggregate amount not to exceed the sum of $20,000,000 from and after the Closing Date (provided, that such distributions and payments may be paid so long as no Default or Event of Default shall have occurred and be continuing immediately before and after consummating such distributions or payments and the Borrower must be in Financial Covenant Compliance) or made with the amounts received by the Borrower and its Restricted Subsidiaries from the issuance and sale of Equity Interests that do not constitute Disqualified Stock, make any distribution, whether in cash, property, securities or a combination thereof, other than regular regularly scheduled payments of principal and interest as and when due and any applicable expense or indemnity payments payable in accordance with the terms thereof (in each case to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Subordinated Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated or any Permitted Junior Debt or any Permitted Refinancing Debt thereof except refinancings thereof permitted by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)6.01.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lender or (ii) any waiver, supplement, modification or amendment of (x) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, or (y) the Bzinfin LOC, in any case to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders Lender in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness except (other than A) the Loans)payment of the Indebtedness created hereunder, other than in respect (B) refinancings of Indebtedness under permitted by Section 6.01 and (C) the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions payment of secured Indebtedness that becomes due as a result of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), voluntary sale or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions transfer of the Second Lien Term Loan Agreementproperty or assets securing such Indebtedness, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indentureor under (i) the Contingent Payment Notes, instrument the Contingent Payment Notes Guarantees or agreement pursuant to which the Second Lien Term Loan Subordinated Notes or any subordinated Material Indebtedness of Holdingsinstrument, agreement or document evidencing or relating to the foregoing, (ii) the Recapitalization Agreement, the Borrower Redemption Agreement or the Production Agreement or any instrument, agreement or document relating thereto, (iii) the Charter and By-laws of IMS or any Subsidiary as amended through the date hereof or (iv) the Certificate of Incorporation; in each case other than waivers, supplements, modifications, amendments, terminations and releases (other than with respect to the Production Agreement, those that would not constitute, and could not reasonably be expected to result in, a Material Adverse Effect ) that do not, individually or in the aggregate, adversely affect the rights or interests of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of Company and the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (ib) Make Directly or indirectly make any distributiondistribution or payment, whether in cash, property, securities or a combination thereof, thereof or by exercise of any offset or other right (other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, offer to pay or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, consideration (or set apart any sum for the aforesaid purposes purposes), or prepay or defease, any Indebtedness of IMS or any Subsidiary (other than Indebtedness under the Loans), Loan Documents) prior to the scheduled maturity date of such Indebtedness (or permit to occur any event that would require IMS or any Subsidiary to do any of the foregoing) other than the GECC Loan, which shall be prepaid by IMS within seven Business Days after the Closing Date; except that (i) the cash proceeds received by IMS from any public offering of common stock of IMS may be applied to prepay amounts in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with Contingent Payment Notes as and to the mandatory prepayment provisions of the Second Lien Term Loan Agreement extent set forth therein so long as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (xA) the Lenders pursuant Quarterly Reduction scheduled to Section 2.13(f) occur on the last Saturday in December, 2000 shall have occurred or shall have been reduced to $500,000 or less and (yB) the lenders under the Second Lien Term Loan Agreement pursuant each Quarterly Reduction scheduled to occur prior to the mandatory prepayment provisions thereoflast Saturday in December, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement2000 shall have occurred or shall have been reduced to zero, or and (ii) pay up to an amount equal to 50% of Excess Cash Flow with respect to any fiscal year of the Company (the amount of which Excess Cash Flow shall have been set forth in cash a certificate delivered to the Administrative Agent prior to any application of any amount in respect of such 50% of Excess Cash Flow pursuant to this Section) may be applied to make scheduled annual repayments of principal of any Contingent Payment Note in the immediately following fiscal year of IMS (each of which annual repayments shall have been scheduled to occur on the third, fourth and fifth anniversaries of the Closing Date), provided that in no event shall any amount in respect of such 50% of Excess Cash Flow be applied to any such scheduled annual repayment of principal of any Contingent Payment Note to repay amounts in excess of (A) on the third anniversary of the Closing Date, the amount that would result in more than one-third of the initial principal amount of such Contingent Payment Note having been prepaid or repaid, and (B) on the fourth anniversary of the Closing Date, the amount that, taken together with all prior repayments of such Contingent Payment Note, would result in more than two-thirds of the initial principal amount of such Contingent Payment Note having been prepaid or repaid; provided, however, that (x) payments in respect of the Contingent Payment Notes described in clauses (i) and (ii) above shall be made only if no Event of Default or Default shall have occurred and be continuing or would result from such payment and (y) payments in respect of the Contingent Payment Notes described in clause (ii) above shall be made only if IMS and the Subsidiaries shall have achieved an Interest Coverage Ratio of not less than 5.5 to 1 and a Leverage Ratio of not more than 2.0 to 1, in each case as of the end of and for the most recently ended four-fiscal-quarter period of IMS; and provided further that any prepayment of Contingent Payment Notes in accordance with clause (i) above shall be applied to reduce the remaining scheduled annual contingent repayments under the Contingent Payment Notes as at the end of and in the direct order of maturity thereof. (c) Make any payment or prepayment of any Indebtedness of IMS or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities any Subsidiary (other than under the Second Lien Term LoansLoan Documents) that would violate the terms of any subordination agreement or provision applicable to such Indebtedness or permit any prepayment obligation to arise under any such Indebtedness except as expressly permitted under clauses (i) of Section 6.09(b).

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries Subsidiary is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or . (iib) Permit any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be ESOP Plan Document in a manner materially adverse to the Lenders in any material respectLenders. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any subordinated Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities securities. Notwithstanding the foregoing, so long as at the time thereof and after giving effect thereto, (other x) no Default or Event of Default shall have occurred and be continuing and (y) the Senior Secured Leverage Ratio would be less than 2.50 to 1.00, the Second Lien Term Loans)Borrower may prepay, redeem, retire or otherwise acquire for consideration the Seller Subordinated Notes in whole or in part.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness, any Indebtedness that is expressly subordinated in right of payment to the Second Lien Term Loan Obligations or any subordinated Material Indebtedness that is secured by a junior priority security interest in the Collateral of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any unsecured Material Indebtedness of the Borrower or any of the Subsidiaries, any Indebtedness that is expressly subordinated in right of payment to the Obligations or any Indebtedness that is secured by a junior priority security interest in the Collateral except (other than the Loans), other than in respect i) refinancings of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated permitted by Section 2.13(h)6.01 and (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, distributions, payments, redemptions, repurchases, retirements or other acquisitions of any unsecured Material Indebtedness, any such subordinated Indebtedness or any such junior secured Indebtedness (A) in an aggregate amount not to exceed $15,000,000 (less the case amount of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders Restricted Payments made pursuant to Section 2.13(f6.06(b)(v)(A)), (B) with amounts available under the Available Builder Basket at such time; provided that, with respect to this clause (B), the Leverage Ratio would not, on a pro forma basis after giving effect to such distribution, payment, redemption, repurchase, retirement or other acquisition and the financing therefor, exceed 2.50:1.00 as of the end of the most recently completed Test Period and (yC) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred then-available Available Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)Proceeds.

Other Indebtedness and Agreements. (a) Permit Make any voluntary or optional payments, prepayments or redemptions of principal or premium with respect to, or voluntarily repurchase, acquire or retire for value prior to the stated maturity thereof, Indebtedness (iother than Indebtedness arising under the Loan Documents), PROVIDED that such payments shall be permitted to retire Indebtedness to the extent required under a "due on sale" clause applicable to any disposition of assets permitted under Section 6.05. (b) Except for Permitted Amendments, permit any waiver, supplement, modification, amendment, termination or release of the Senior Notes Documents or any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests stock is outstanding. Without limiting the generality of the foregoing, FRD shall not waive, supplement, modify or amend Section 4(c) of the Management Services Agreement without the written consent of the Required Lenders. (c) In the case of FRD, if, as a result of the receipt of any cash proceeds by FRD or any Subsidiary in connection with an Asset Sale, FRD would be required by the terms of the Senior Notes Indenture to make an offer to repurchase Senior Notes prior to the maturity date of the Senior Notes, then FRD shall or shall cause one or more of the Subsidiaries to invest such cash proceeds in assets or businesses of FRD or the Subsidiaries in a manner that may at is permitted by the obligor’s option other provisions of this Agreement and that will eliminate any requirement under the Senior Notes Indenture to offer to repurchase Senior Notes. Any such investment shall be paid in kind or in other securities (other than made prior to the Second Lien Term Loans)first day on which FRD would be required to commence a tender offer to repurchase with such cash proceeds Senior Notes under the Senior Notes Indenture.

Other Indebtedness and Agreements. (a) Permit (i) Except for any waiver, supplement, modification, amendment, termination or release of the Existing Credit Agreement not prohibited by the Intercreditor Agreement, permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) permit any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness except (other than i) the Loans)payment of the Indebtedness created hereunder, other than in respect (ii) refinancings, renewals or extensions of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated permitted by Section 2.13(h)6.01, or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (xiii) the Lenders payment of secured Indebtedness incurred pursuant to Section 2.13(f6.01(d) that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness and (yiv) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions payment of the Second Lien Term Loan Agreement, Indebtedness permitted by Section 6.01(u); provided that no payment of principal of or (ii) pay in cash interest on any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option Subordinated Debt permitted to exist under this Agreement shall be paid in kind or in other securities (other than the Second Lien Term Loans)made.

Other Indebtedness and Agreements. (a) Permit (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 permitted by Section 7.03(i) or Section 7.03(j) (provided that, so long as no Default or Event of Default has occurred and is continuing or would result from any such payment, prepayment, repurchase, redemption, defeasance or segregation, Holdings, the Borrower or any of its Subsidiaries shall be permitted to make such payment, prepayment, repurchase, redemption, defeasance or segregation in an aggregate amount not to exceed (1) the portion, if any, of the Available Basket Amount on the date of the making of such payment, prepayment, repurchase, redemption, defeasance or segregation that the Borrower elects to apply to this Section 7.13(a)(i), provided that at the time of the making of any such payment, prepayment, repurchase, redemption, defeasance or segregation, the Consolidated Leverage Ratio (after giving pro forma effect thereto and to the incurrence or issuance of any Indebtedness in connection therewith) shall not exceed 2.50:1.00) plus (2) when combined with the amount of Investments made pursuant to Sections 7.02(c)(iv), (h) and (j) and Restricted Payments made pursuant to Section 7.06(h), $80,000,000); or (ii) waive, supplement, modify, amend, terminate or release or agree to any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect terms of Indebtedness permitted by Section 7.03(i) or Section 7.03(j) (other than any such waiver, supplement, modification, amendment, termination or release that (x) would materially increase extend the obligations 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 (y) would, taken as a whole, not result in covenants, events of default, guarantees and other terms (other than interest rates and redemption premiums) that are more restrictive to the Borrower or any of its Subsidiaries than those applicable to any such Indebtedness as of the obligor or confer additional material rights on the holder date of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lendersincurrence thereof); provided that a certificate of a Responsible Officer of the Second Lien Term Loan Documents Borrower delivered to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) prior to the effectiveness of any such waiver, supplement, modification, amendment, termination or release, together with a reasonably detailed description of the material terms and conditions thereof or substantially final drafts or execution versions of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be amended in accordance conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such period that it disagrees with such determination (including a reasonable description of the Intercreditor Agreement, or basis upon which it disagrees)). (iib) Permit any waiver, supplement, modification or amendment of its certificate of incorporationOrganization Documents, by-laws, operating, management or partnership agreement or other organizational documents in each case to the extent that any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans).

Other Indebtedness and Agreements. (a) Permit (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Subordinated Indebtedness or unsecured Material Indebtedness (for the Second Lien Term Loan avoidance of doubt, excluding Real Property Financing Obligations) of the Borrowers or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries Restricted Subsidiary is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to Holdingsthe Borrowers, the Borrower, any of the Subsidiaries such Restricted Subsidiary or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) permit any waiver, supplement, modification modification, amendment, termination or amendment release of its certificate of incorporationany Material Master Lease, by-laws, operating, management any Material Master Lease Intercreditor Agreement or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be Lease Consent and Amendment Agreement in any manner that is materially adverse to the Lenders in any material respectwithout the prior written consent of Administrative Agent, which shall not be unreasonably withheld. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Subordinated Indebtedness or unsecured Material Indebtedness (excluding Real Property Financing Obligations for the avoidance of doubt) (other than (i) the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect with proceeds of any Indebtedness or preferred Equity Interests that may at Excluded Issuance made after the obligor’s option be paid in kind or in other securities Closing Date (other than proceeds of any Excluded Issuance made in connection with an exercise of the Second Lien Term LoansBorrowers’ Cure Right under Section 7.16(a)), (iii) the conversion or exchange into Equity Interests of any Parent Company and (iv) provided that no Default or Event of Default shall have occurred and be continuing or result therefrom, an aggregate principal amount up to the Available Amount, if, after giving effect thereto, (A) the Consolidated Total Leverage Ratio shall not be greater than 2.25:1.00 and (B) the Borrowers and the Restricted Subsidiaries shall be in compliance with the Financial Condition Covenants, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period).

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of (i) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents or (ii) the Senior Unsecured Note Documents, in each case to the extent any such waiver, supplement, modification or amendment would be materially adverse to the Lenders Lenders; provided that nothing in this Section 6.09(a) shall prohibit the refinancing, replacement, extension or other similar modification of any material respectIndebtedness to the extent otherwise permitted by Section 6.01. (ib) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, the Senior Unsecured Notes, any Additional Senior Secured Indebtedness, any Additional Junior Secured Indebtedness, any Additional Unsecured Indebtedness or any Additional Subordinated Indebtedness except (other than the Loans), other than in respect A) refinancings of Indebtedness under permitted by Section 6.01, (B) distributions with respect to Additional Senior Secured Indebtedness, to the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as extent contemplated by Section 2.13(h2.13(b), (C) payments financed with the proceeds of Qualified Capital Stock or Subordinated Shareholder Loans, (D) the payment of secured Indebtedness that becomes due as a result of the sale or transfer of property or assets securing such Indebtedness, (E) payments to redeem, repurchase or otherwise retire the PIK Notes and (F) payments to redeem, repurchase or otherwise retire any Indebtedness of a Person that becomes a Subsidiary after the Closing Date. (c) Notwithstanding the foregoing, Holdings and the Subsidiaries may expend up to an amount equal to the Available Amount to pay, redeem, repurchase, retire or otherwise acquire for value Indebtedness in the transactions that would otherwise be prohibited by paragraph (b) above, in each case of Declined Proceeds that are retained by the Borrower after having been declined by so long as (x) at the Lenders pursuant to Section 2.13(f) time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) Holdings and the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds Subsidiaries would be in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)Pro Forma Compliance.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its any Loan Party’s certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders or the holders of the Warrants in any material respect. (b) Directly or indirectly change or amend the terms of any (i) Indebtedness subordinated to the Obligations (if any) except to the extent permitted by the applicable subordination agreement or (ii) any other Indebtedness subordinated to the Obligations (if any) not subject to a subordination agreement if the effect of such change or amendment is to: (A) increase the interest rate on such Indebtedness; (B) shorten the dates upon which payments of principal or interest are due on such Indebtedness; (C) add or change in a manner adverse to the Loan Parties any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (D) change in a manner adverse to the Loan Parties the prepayment provisions of such Indebtedness; (E) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); or (F) change or amend any other term if such change or amendment would materially increase the obligations of the Loan Parties or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Loan Parties, Administrative Agent or Lenders. (c) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant subordinated to the mandatory prepayment Obligations (if any) or Indebtedness secured by a junior priority Lien, except (i) regularly scheduled payments of principal, interest and other amounts as and when due; provided that such payment is not prohibited by any subordination provisions thereofapplicable thereto, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or and (ii) pay in cash any amount in respect payments of any intercompany Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)permitted under Section 6.01.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner (taken as a whole) materially adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Term Lenders in any material respect. (b) (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest and mandatory prepayments as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, and customary fees and expenses in connection therewith, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness except (other than A) the Loans)payment of the Indebtedness created hereunder, other than in respect (B) refinancings of Indebtedness under permitted by Section 6.01 and (C) the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions payment of secured Indebtedness that becomes due as a result of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), voluntary sale or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions transfer of the Second Lien Term Loan Agreement, property or assets securing such Indebtedness or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit Make any voluntary or optional payments, prepayments or redemptions of principal or premium or voluntarily repurchase, acquire or retire for value prior to the stated maturity with respect to Indebtedness (other than Indebtedness arising under the Loan Documents); provided that: (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement Parent and Denny's Holdings shall be permitted (A) to acquire voluntarily 11-1/4% Senior Notes pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any clause (a) of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations definition of the obligor term "Permitted Senior Notes Repurchases" and (B) acquire voluntarily, discharge or confer additional material rights on the holder of such Indebtedness in a manner adverse defease and redeem 12-3/4% Senior Notes pursuant to Holdings, the Borrower, any clause (b) of the Subsidiaries or definition of the Lendersterm "Permitted Senior Notes Repurchases"; provided that no such acquisition shall be permitted unless (A) at the Second Lien Term Loan Documents may time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be amended continuing and (B) Denny's shall have delivered a written statement to the Administrative Agent that (1) certifies that the condition set forth in accordance with clause (A) has been satisfied, (2) specifies the Intercreditor Agreement, or identity of the purchaser and (3) specifies the aggregate principal amount of the 11-1/4% Senior Notes and 12-3/4% Senior Notes to be purchased; (ii) any waiverBorrower and any Subsidiary Loan Party shall have the right to make any voluntary or optional payments, supplementprepayments or redemptions of principal or premium or voluntarily repurchase, modification acquire or amendment retire for value prior to the stated maturity any Indebtedness under the First Lien Documents; (iii) any Borrower and any Subsidiary Loan Party shall have the right to prepay secured Indebtedness, other than Indebtedness under the First Lien Documents (the prepayment of its certificate which is addressed in clause (ii) above), after the Closing Date up to an aggregate amount of incorporation, by-laws, operating, management $6,000,000; and (iv) Parent and/or Denny's Holdings shall be permitted to purchase or partnership agreement or other organizational documents redeem the New Notes to the extent any permitted by clause (k) of Section 6.04; provided, further, that such waiver, supplement, modification or amendment would payments shall be adverse permitted to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (retire Indebtedness to the extent not prohibited by required under a "due on sale" clause applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect disposition of Indebtedness assets permitted under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)6.05.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination modification or release amendment of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Subordinated Indebtedness of Holdings, the Borrower Holdings or any of the Restricted Subsidiaries is outstanding if the effect of other than any such waiver, supplement, modification, amendment, termination modification or release would materially amendment (A) that does not increase the obligations of the obligor or confer additional material rights on the holder of such Subordinated Indebtedness in a manner adverse in any material respect to Holdings, the Borrower, any of the Restricted Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance Lenders or (B) otherwise complies with the Intercreditor Agreement, definition of “Permitted Refinancing Indebtedness” or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-by laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect, except as expressly contemplated by the Approved Plan of Reorganization. (b) Prior to the Exit Facility Conversion Date, (i) Make make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions)) or from the proceeds of Permitted Refinancing Indebtedness, in respect of, or pay, or commit to pay, or or, directly or indirectly (including pursuant to any Synthetic Purchase Agreement) ), redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness existing at or prior to the commencement of the Chapter 11 Cases or any Indebtedness that is subordinated to the Obligations in either right of payment or lien priority (other than the Loans), other than or Permitted Refinancing Indebtedness in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(hthereof), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness described in clause (i) or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities, except in the case of Indebtedness existing at or prior to the commencement of the Chapter 11 Cases, as expressly provided for in the Approved Plan of Reorganization or pursuant to the First Day Orders or other orders entered by the Bankruptcy Court. (c) After the Exit Facility Conversion Date, (i) make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions) or from the proceeds of Permitted Refinancing Indebtedness, in respect of, or pay, or commit to pay, or, directly or indirectly (including pursuant to any Synthetic Purchase Agreement), redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Subordinated Indebtedness (or Permitted Refinancing Indebtedness in respect thereof), or (ii) pay in cash any amount in respect of any Subordinated Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than securities, unless, in each case, at the Second Lien Term Loans)time of any such distribution or payment, on a pro forma basis after giving effect thereto, the Payment Conditions are satisfied.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any Junior Financing Documentation or any other indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, (A) any Permitted Subordinated Indebtedness or other subordinated Indebtedness, (B) any Indebtedness under any Second Lien Facility (other than with the LoansNet Cash Proceeds of any Permitted Subordinated Indebtedness), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, except with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Credit Agreement as contemplated by Section 2.13(h), or or, in the case of Declined Proceeds that are retained by the Borrower after having been declined by (xI) the Lenders pursuant to Section 2.13(f2.13(h) and (yII) the lenders under the Second Lien Term Loan Credit Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan AgreementCredit Agreement or (C) any Disqualified Capital Stock, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of (i) any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended Lenders in accordance with the Intercreditor Agreement, or any material respect (ii) other than any waiver, supplement, modification or amendment of the Second Lien Documents permitted under the Intercreditor Agreement), or (ii) (x) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents or (y) any SPAC Document, in each case to the extent any such waiver, supplement, modification modification, amendment, termination or amendment release would be adverse to the Lenders in any material respect. (ia) Make any distribution, whether in cash, property, securities or a combination thereofthereof (including any interest, other than regular scheduled payments of principal interest payable solely in kind (and interest not in cash), as and when due (, to the extent not prohibited by applicable applicablethe Intercreditor Agreement, any other intercreditor agreement or any subordination provisionsprovisionsagreement, as applicable), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Junior Debt or any Second Lien Term Loan AgreementWarrant (except, with Declined Proceeds applied in accordance with any case and for the mandatory prepayment provisions avoidance of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h)doubt, or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid agent fees, accrued and unpaid transfer taxes, indemnified taxes and other indemnities and expense reimbursements in kind or in other securities connection therewith), except: (i) refinancing of Junior Debt (other than the Second Lien Term LoansDebt) not prohibited by Section 6.01; (ii) in the event that an intercreditor or subordination agreement exists between the Lenders and the holders of Junior Debt (other than the Second Lien Debt) or their respective agents, the payment of Junior Debt (other than the Second Lien Debt) in a manner permitted under the terms of thesuch intercreditor or subordination agreement (if any) with the Administrative Agent applicable thereto; ||| 4134-8371-6675.14134-8371-6675 (iii) the payment of secured Junior Debt (other than the Second Lien Debt) permitted hereunder that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Junior Debt; and (other than the Second Lien Debt) in a manner permitted under the terms of an intercreditor or subordination agreement between the Lenders and the holders of such Junior Debt (or their respective agents); provided that the Second Lien Debt may be paid in accordance with Section 2.13 (and subject to the limitations of Section 2.13(e)) of the Second Lien Credit Agreement (as in effect on the First Amendment Effective Date); (iv) (xw) any conversion of Permitted Convertible Notes solely into common stock of the Borrower or its parent (together with cash in lieu of the issuance of any fractional share of stock) and (y, (x) the Second Lien Conversion, (y) any conversion of the Second Lien Debt into Qualified Capital Stock of the Parent, and (z) so long as all of the Obligations (other than contingent obligations for which no claim has been asserted) have been paid in full in cash prior (and as a condition precedent) thereto, any other redemption, repurchase, exchange, conversion or settlement with respect to any Permitted Convertible Notes.; and (v) the issuance of Qualified Capital Stock (and the payment of cash in lieu of issuing any fractional shares) upon the exercise of the Second Lien Warrants in accordance with their terms.

Other Indebtedness and Agreements. (a) Permit No Loan Party shall (i) permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Subordinated Debt or Material Indebtedness (for the Second Lien avoidance of doubt, excluding Real Property Financing Obligations but including the Term Loan or any subordinated Material Indebtedness Facility and the Skilled RE Credit Agreement (amendments to which shall be made in accordance with the Intercreditor Agreement)) of Holdings, the Borrower or any of the Subsidiaries Loan Parties is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to Holdings, the Borrower, any of the Subsidiaries Loan parties or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreementthis clause (i) shall not prohibit or restrict a Permitted Refinancing of any such Subordinated or Material Indebtedness, or (ii) permit any waiver, supplement, modification modification, amendment, termination or amendment release of its certificate of incorporationany Material Master Lease, by-lawsany Material Master Lease Intercreditor Agreement, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be Lease Consent and Amendment Agreement in any manner that is materially adverse to the Lenders in any material respectwithout the prior written consent of Administrative Agent, which shall not be unreasonably withheld. (ib) Make No Borrower shall make any distribution, whether in cash, property, securities or a combination thereof, in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Subordinated Debt or unsecured Material Indebtedness (excluding Real Property Financing Obligations), except for (i) the Loans, (ii) with proceeds of any Excluded Issuance made after the Closing Date (other than proceeds of any Excluded Issuance made in connection with an exercise of the LoansLoan Parties’ Cure Right under Section 5.6), other than in respect (iii) the conversion or exchange of Indebtedness under into Qualified Capital Stock of any Parent Company and (iv) provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, an aggregate principal amount up to the Second Lien Term Available Amount, if, after giving effect thereto, (A) the Consolidated Total Leverage Ratio shall not be greater than 2.25:1.00 and (B) the Loan Agreement, with Declined Proceeds applied Parties shall be in accordance compliance with the mandatory prepayment provisions Financial Condition Covenants, in each case, calculated on a Pro Forma Basis as of the Second Lien Term Loan Agreement as contemplated most recently completed period of four consecutive Fiscal Quarters ending prior to such transaction for which the financial statements and certificates required by Section 2.13(h6.1(a), 6.1(b), or in 6.1(c), as the case of Declined Proceeds that are retained by the Borrower after having may be, and 6.1(d) have been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereofdelivered, with as if such Declined Proceeds in accordance with the voluntary prepayment provisions transaction had occurred as of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect first day of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)such period.

Other Indebtedness and Agreements. (a) Permit Amend, supplement or otherwise modify the terms of the Senior Notes or any Permitted Ratio Debt (i) to accelerate the payments under, or shorten the tenor, maturity or weighted average life to maturity of, or increase the amount of, or increase the interest rate on or yield of, such Indebtedness, (ii) to change any waiver, supplement, modification, amendment, termination event of default or release condition to an event of default with respect thereto (other than to eliminate any indenture, instrument such event of default or agreement pursuant increase any grace period related thereto) or (iii) to which modify or add any covenants thereunder if such modification or addition would otherwise adversely affect in any material way the Second Lien Term Loan Borrower’s ability to pay and perform the Obligations or the Administrative Agent’s or any subordinated Material Indebtedness of Holdings, the Borrower Lender’s rights or remedies under any of the Subsidiaries is outstanding if Loan Documents; or (b) except as contemplated by the effect Refinancing, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of such waiverany subordination terms of, supplementany Indebtedness, modification, amendment, termination or release would materially increase except for (u) prepayments of Permitted Ratio Debt subordinated in right of payment to the obligations Obligations on terms reasonably satisfactory to the Administrative Agent made with the proceeds of the obligor substantially concurrent sale of Equity Interests (other than Disqualified Stock) or confer additional material rights on a Permitted Refinancing, (v) the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any prepayment of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended Credit Facilities in accordance with the Intercreditor terms of this Agreement, (w) the prepayment or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect refinancing of Indebtedness permitted under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or 6.03(b) in the case ordinary course of Declined Proceeds that are retained by the Borrower after having been declined by business, (x) the Lenders pursuant to Section 2.13(fprepayment of Indebtedness permitted under Sections 6.03(d), (l) and (p) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions additional repurchases or redemptions of the Second Lien Term Loan Agreement, or Senior Notes after the Amendment No. 3 Effective Date not to exceed (i) $25,000,000 plus (ii) pay in cash any amount in respect so long as the Total Leverage Ratio of Intermediate Holdings (or, after the date of the Amendment No. 3 Effective Date, the Borrower) shall be not more than 4.75 to 1.00 on a pro forma basis after giving effect to such repurchase or redemption, the Available Amount during the term of this Agreement, so long as (x) no Default or Event of Default shall have occurred and be continuing at the time of any Indebtedness such Restricted Payment or preferred Equity Interests that may would result therefrom and (y) Intermediate Holdings (or, after the date of the Amendment No. 3 Effective Date, the Borrower) shall be in compliance, on a pro forma basis, with the financial covenant contained in Section 6.13, regardless of whether such financial covenant is required to be tested at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)such time.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any Restricted Subsidiary in an aggregate principal amount in excess of the Subsidiaries $5,000,000 is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release is to (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on such Indebtedness; (iii) add or change any event of default or add any material covenant with respect to such Indebtedness; (iv) change the prepayment provisions of such Indebtedness in any manner adverse to the Lenders; (v) change the subordination provisions thereof (or the subordination terms of any Guarantee thereof); or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of Restricted Subsidiary, the Subsidiaries Administrative Agent or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness for borrowed money (other than the Loans and the Existing Loans) of the Borrower or any Restricted Subsidiary except that (A) the Borrower shall be permitted to use the Net Cash Proceeds of any Equity Issuance to prepay not more than one-third of the Senior Subordinated Notes, the New Subordinated Notes or any other Indebtedness, (B) the Borrower and its Restricted Subsidiaries shall be permitted to make any such distribution or payment if all of the following conditions are satisfied: (1) at the time of such distribution or payment and after giving effect thereto, no Default or Event of Default has occurred and is continuing or would arise as a result thereof; (2) the amount of all such distributions and payments made pursuant to this clause (i), other than in respect of Indebtedness under the Second Lien Term Loan Agreementtogether with all dividends, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders redemptions and purchases made pursuant to Section 2.13(f6.06(a)(ii), since the Original Closing Date shall not exceed $50,000,000; and (3) on a pro forma basis and after giving effect to such distribution or payment and all other distributions or payments pursuant to this clause (i) and (ySection 6.06(a) made after the lenders under last day of the Second Lien Term Loan Agreement most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or (b), as applicable, as if such payments or distributions were made in the mandatory prepayment provisions thereoffour-fiscal-quarter period ending on such last day of such fiscal quarter, with such Declined Proceeds in accordance with the voluntary prepayment provisions Consolidated Leverage Ratio as of the Second Lien Term Loan Agreementend of such four-fiscal-quarter period shall be less than 3.85 to 1.00, or (ii) pay in cash any amount in respect of any such Indebtedness or preferred Equity Interests that may at the obligor’s 's option be paid in kind or in other securities and (other than C) the Second Lien Term Loans)Borrower may at any time repay Indebtedness of the Borrower or any Restricted Subsidiary solely in shares of its capital stock.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination modification or release amendment of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Subordinated Indebtedness in an aggregate principal amount exceeding $35,000,000 of Holdings, the Borrower Holdings or any of the Restricted Subsidiaries is outstanding if the effect of other than any such waiver, supplement, modification, amendment, termination modification or release would materially amendment (A) that does not increase the obligations of the obligor or confer additional material rights on the holder of such Subordinated Indebtedness in a manner adverse in any material respect to Holdings, the Borrower, any of the Restricted Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance Lenders or (B) otherwise complies with the Intercreditor Agreement, definition of “Permitted Refinancing Indebtedness” or (ii) except in connection with a transaction permitted by Section 6.05(b), any waiver, supplement, modification or amendment of its certificate of incorporation, by-by laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions)) or from the proceeds of Permitted Refinancing Indebtedness, in respect of, or pay, or commit to pay, or or, directly or indirectly (including pursuant to any Synthetic Purchase Agreement) ), redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Subordinated Indebtedness in an aggregate outstanding principal amount exceeding $35,000,000 (other than the Loans), other than or Permitted Refinancing Indebtedness in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(hthereof), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Subordinated Indebtedness in an aggregate outstanding principal amount exceeding $35,000,000 or preferred Equity Interests Preferred Stock that may at the obligor’s option be paid in kind or in other securities securities, except, in each case, (other I) payments at any time in an aggregate amount not exceeding the Cumulative Credit when, on a pro forma basis after giving effect thereto, no Event of Default shall have occurred and be continuing and the Net Total Leverage Ratio on a pro forma basis is not greater than 2.50 : 1.00 or (II) if, at the Second Lien Term Loans)time of any such distribution or payment, on a pro forma basis after giving effect thereto, the RP Payment Conditions are satisfied.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay amend any of the Independent Manager or separateness provisions set forth in cash Sections 6, 8, 9, 20 or 21 of each of the Limited Liability Company Operating Agreement as such separateness provisions relate to Independent Approval Matters (as defined in each Limited Liability Company Operating Agreement); provided, that technical amendments to such provisions shall be permitted solely to permit the admission of additional Members (as defined in such Limited Liability Company Operating Agreements) in connection with any amount sale of Intermediate Holdings’ Equity Interests as permitted pursuant to the Loan Documents. (b) [Reserved]. (c) Except to the extent any of the following actions, either individually or in respect the aggregate, could not reasonably be expected to cause a Material Adverse Effect (taken as a whole after giving effect to all applicable amendments, modifications, changes, consents, waivers and approvals and after giving effect to any Replacement Project Document), neither the Borrower nor any other Loan Party will cancel or terminate any Material Project Documents or consent to or accept any cancellation or termination thereof, or amend, modify or change any term or condition of any Indebtedness Material Project Document or preferred Equity Interests that may at give any consent, waiver or approval thereunder, waive any default under or any breach of any term or condition of any Material Project Document or cause or allow the obligor’s option be paid in kind assignment of the rights or in other securities (obligations of any Loan Party to any Material Project Document other than pursuant to the Second Lien Term Loans)Loan Documents.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may Lenders unless such amended Material Indebtedness could be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respectincurred under Section 6.01. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, the New Senior Notes or any subordinated Indebtedness (other than the Loansintercompany subordinated Indebtedness), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. (c) Unless consented to by the Required Lenders (such consent not to be unreasonably withheld) and approved by the Bankruptcy Court, make any payment, whether in cash, property, securities (or a combination thereof, to compromise or settle any proceeding listed on Schedule 3.09 or any other than the Second Lien Term Loans)material litigation or proceeding.

Other Indebtedness and Agreements. (a) Permit (i) In the case of the Loan Parties, permit any waiver, supplement, modification, amendment, termination (other than in connection with a refinancing permitted by Section 6.01(h)) or release of any indenture, note or any other instrument or agreement evidencing Indebtedness for money borrowed (other than the Intercompany Loan Agreements) or preferred or preference stock or pursuant to which the Second Lien Term Loan any Indebtedness for money borrowed or such stock was issued or issue any securities in exchange for any Indebtedness for money borrowed or any subordinated Material Indebtedness of Holdingspreferred or preference stock; provided, the Borrower however, that such person may amend, modify or grant a waiver with respect to any of the Subsidiaries is outstanding such indenture, note or other instrument or agreement if such amendment, modification or waiver does not have the effect of (i) increasing the amounts due in respect of any such indenture, note or other instrument or agreement or any interest rate thereunder, (ii) subjecting any property of PGH or the Borrower to any Lien to which it was not so subject immediately prior to any such amendment, modification or waiver, supplement, modification, amendment, termination (iii) shortening the maturity or release would materially increase the obligations average life of the obligor or confer additional material rights on the holder of any such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; for borrowed money (provided that the Second Lien Term Loan Documents maturity of any such Indebtedness for borrowed money may be amended in accordance with shortened to a date that is not less than six months later than the Intercreditor Agreement, latest final maturity date of any outstanding Term Loans) or (iiiv) creating or changing any waiver, supplement, modification covenant or amendment similar restriction or event of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents default having application to the extent such person to make any such waiver, supplement, modification covenant or amendment would be adverse to similar restriction more restrictive on such person than the Lenders covenants contained in any material respectthis Agreement. (ib) Make In the case of the Loan Parties, make any payment or distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, consideration (or set apart any sum funds for the aforesaid purposes purposes) any Indebtedness for borrowed money, except for (other than i) the Loans), other than in respect of Loans and (ii) Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated that is refinanced by Section 2.13(h), or in Refinancing Indebtedness. (c) In the case of Declined Proceeds the Loan Parties, cause or suffer to exist any amendment or modification to or supplement of the charter or by-laws of a Loan Party or any other agreement (including the Tax Sharing Agreements) that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant is material to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions conduct of the Second Lien Term operations of a Loan AgreementParty without the prior written consent of the Required Lenders, unless such amendment, modification or (ii) pay in cash any amount in respect supplement is not adverse to the interests of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)Lenders.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of (i) any Material Agreement or (ii) any indenture, instrument or agreement pursuant to which the Second Lien Term Loan any Indebtedness or any subordinated Material Indebtedness preferred stock of HoldingsAllied, the Borrower or any of the Subsidiaries Subsidiary is outstanding if in an aggregate outstanding principal amount in excess of $10,000,000, or modify its charter or by-laws, in each case to the effect of extent that any such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled (or with respect to senior indebtedness held by a person that is not an Affiliate of the obligor, mandatory) payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness for borrowed money (other than the LoansIndebtedness permitted under Section 6.01(a), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h(d), (e) or (o) and intercompany Indebtedness permitted under Section 6.01(g)) of any Loan Party or any Subsidiary in the case of Declined Proceeds that are retained by the Borrower after having been declined by an outstanding principal amount exceeding $5,000,000, except for (x) the Lenders pursuant to refinancing of the Existing 95 89 Credit Agreement, (y) refinancings permitted by Section 2.13(f6.01(p) and (yz) the lenders under Loans, (ii) make any payment or prepayment of any such Indebtedness that would violate the Second Lien Term Loan terms of this Agreement pursuant or of such Indebtedness, any agreement or document evidencing, related to or securing the mandatory prepayment provisions thereof, with payment or performance of such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, Indebtedness or any subordination agreement or provision applicable to such Indebtedness or (iiiii) pay in cash any amount in respect of any such Indebtedness or preferred Equity Interests that may at the obligor’s applicable Loan Party's or Subsidiary's option be paid in kind or in other securities securities. (other than c) Notwithstanding anything contained in this Section 6.10 to the Second Lien contrary, (i) the Borrower shall be permitted to exchange the Senior Subordinated Notes for substantially identical notes in accordance with the Exchange and Registration Rights Agreement dated as of December 5, 1996, relating to the Senior Subordinated Notes; (ii) (A) prior to the third anniversary of the Closing Date, Allied Finance shall be permitted to pay interest on the Laidxxx Xxxxxx Debentures solely in the form of common stock of Allied and (B) following the third anniversary of the Closing Date, but not prior to 15 days after delivery of the financial statements pursuant to Section 5.04(a) for the fiscal year ending immediately prior to such third anniversary of the Closing Date and for each fiscal year thereafter, Allied Finance shall be permitted to pay cash interest on the Laidxxx Xxxxxx Xxxentures in an amount equal to the portion of Excess Cash Flow for such applicable fiscal year that is not required to be used to prepay outstanding Term LoansLoans pursuant to Section 2.13(e); provided, however, that (i) upon the first such payment of cash interest, the Laidxxx Xxxxxx Xxxentures shall be included in the definition of "Total Debt" hereunder and (ii) upon each such payment of cash interest, the interest rate applicable to all Loans pursuant to Section 2.06 shall automatically increase by .25% per annum.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries Subsidiary Guarantors is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries Subsidiary Guarantors or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments and mandatory payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness except (other than A) the Loans)payment of the Indebtedness created hereunder or intercompany Indebtedness owing to any Loan Party, other than in respect (B) refinancings of Indebtedness under permitted by Section 6.01 and (C) the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions payment of secured Indebtedness that becomes due as a result of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), voluntary sale or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions transfer of the Second Lien Term Loan Agreementproperty or assets securing such Indebtedness, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a%3) Permit Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) effect (i) any waiver, supplement, modification, amendment, termination modification or release amendment of (A) (x) any indenture, instrument or agreement pursuant to which any unsecured Material Indebtedness, any Indebtedness that is expressly subordinated in right of payment to the Second Lien Term obligations of the Loan Parties in respect of the Loan Documents or any subordinated Material Indebtedness that is secured by junior-priority security interest in any Collateral securing the Facilities and (y) the 2020/2040 Indenture (collectively, together with any Permitted Refinancing of Holdingsthe foregoing, the Borrower “Junior Financing”) or (B) any of the Subsidiaries is outstanding Leidos Loan Documents, in each case, if the effect of such waiver, supplement, modificationmodification or amendment (1) would be adverse to the Lenders in any material respect (as determined in good faith by Holdings) or (2) solely with respect to the Leidos Loan Documents, amendment, termination or release would materially increase the obligations is in violation of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Leidos/Spinco Intercreditor Agreement, Agreement or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (a) Other than during a Lien Suspension Period, neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing (it being understood and agreed that payments of regularly scheduled interest and principal shall be permitted) or make any payment in violation of any subordination terms of any Junior Financing (each, a “Restricted Debt Payment”), except: (i) Make the refinancing of any distributionJunior Financing with any Permitted Refinancing thereof; (ii) the prepayment, whether redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing, so long as after giving pro forma effect thereto and the pro forma adjustments described in cashSection 1.07, property(A) the Leverage Ratio is equal to or less than 3.00 to 1.00 and (B) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (iii) the prepayment, securities redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing in an aggregate amount not to exceed the portion, if any, of the Available Amount as of such time that Holdings or the Borrower elects to apply to this Section 6.10(b)(iii), such election to be specified in a combination thereofwritten notice of a Financial Officer of Holdings calculating in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied; provided that, in the case of this Section 6.10(b)(iii), (1) before and after giving effect to any such prepayment, redemption, purchase, defeasement or other satisfaction, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) after giving effect to any such prepayment, redemption, purchase, defeasement or other satisfaction, the Leverage Ratio is equal to or less than 3.50 to 1.00 on a pro forma basis after giving effect to such prepayment, redemption, purchase, defeasement or other satisfaction and the pro forma adjustments described in Section 1.07; (b) Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) enter into or permit to exist any contractual obligation (other than regular scheduled payments this Agreement or any [[NYCORP:3664832v12::08/15/2017--08:07 PM]] other Loan Document) that limits the ability of principal and interest as and when due (any of the Restricted Subsidiaries to make Restricted Payments to the extent not prohibited by applicable subordination provisions)Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for (i) any agreement in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for effect on the aforesaid purposes any Indebtedness Closing Date (other than the LoansLeidos Loan Documents) and described on Schedule 6.10, (ii) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iii) any agreement representing Indebtedness of a Restricted Subsidiary which is not a Loan Party which is permitted by Section 6.09, (iv) any agreement in connection with a Disposition permitted hereunder, (v) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements or other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (vi) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business of Holdings and the Restricted Subsidiaries, (vii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (viii) customary restrictions contained in Indebtedness permitted under this Agreement to the extent no more restrictive, taken as a whole, to Holdings and the Restricted Subsidiaries in any material respect than the covenants contained in this Agreement (as reasonably determined by the Borrower), other than (ix) restrictions regarding licenses or sublicenses by Holdings and the Restricted Subsidiaries of IP Rights in respect the Ordinary Course of Indebtedness under Business of Holdings and the Second Lien Term Loan Agreement, with Declined Proceeds applied Restricted Subsidiaries (in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(hwhich case such restriction shall relate only to such IP Rights), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) provisions in agreements or instruments that prohibit the Lenders pursuant payment of dividends or the making of other distributions with respect to Section 2.13(fany class of Equity Interests of a Person other than on a pro rata basis to the holders thereof, (xi) restrictions imposed by applicable law; (xii) the Leidos Loan Documents; (xiii) any restrictions or conditions imposed by the Acquisition Agreement or in connection with the Acquisition Transactions; and (yxiv) any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (i) through (xiii) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions good faith judgment of the Second Lien Term Loan AgreementBorrower, no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)refinancing.

Other Indebtedness and Agreements. (a) Permit Make any voluntary or optional payments, prepayments or redemptions of principal or premium or voluntarily repurchase, acquire or retire for value prior to the stated maturity with respect to Indebtedness (other than Indebtedness arising under the Loan Documents); provided that (i) any Loan Party shall have the right to prepay Indebtedness permitted under Section 7.02, after the Closing Date up to an aggregate amount of $15,000,000; (ii) any Loan Party may repay Indebtedness to the extent required under a “due on sale” clause applicable to any disposition of assets permitted under Section 7.04; (iii) any Loan Party shall have the right to prepay Indebtedness in connection with any renewal, extension, or refinancing of Indebtedness permitted by Section 7.02(j); and (iv) Parent and Holdings shall be permitted to acquire, repurchase or redeem voluntarily the 10% Senior Notes pursuant to (x) the Tender Offer, as set forth in the Tender Offer Documents and (y) any redemption of the 10% Senior Notes required pursuant to Section 6.19. (b) Permit any waiver, supplement, modification, amendment, termination or release of the 10% Senior Notes Documents or any indenture, instrument or agreement pursuant to which the Second Lien Term Loan any Indebtedness or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries preferred stock is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lendersoutstanding; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) foregoing shall not prohibit any waiver, supplement, modification or amendment which (i) extends the date or reduces the amount of its certificate any required repayment, prepayment or redemption of incorporationthe principal of such Indebtedness, by-laws(ii) reduces the rate or extends the date for payment of the interest, operatingpremium or fees payable on such Indebtedness or (iii) makes the covenants, management events of default or partnership agreement remedies relating to such Indebtedness less restrictive on the applicable Loan Party or other organizational documents to the extent Subsidiary of a Loan Party. (c) Waive any such waiverrights under, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distributionamend, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire terminate or otherwise acquire for consideration, or set apart modify any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)Tender Offer Document.

Other Indebtedness and Agreements. (a) Permit No Borrower shall (i) permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan any Subordinated Debt or any subordinated Material Indebtedness (for the avoidance of Holdingsdoubt, the Borrower or any excluding Real Property Financing Obligations) of the Subsidiaries Borrowers is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to Holdings, the Borrower, any of the Subsidiaries Borrowers or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, this clause (i) shall not prohibit or restrict a Permitted Refinancing of any such Subordinated Debt or Material Indebtedness or (ii) permit any waiver, supplement, modification modification, amendment, termination or amendment release of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be Related Document in any manner that is materially adverse to the Lenders in any material respectwithout the prior written consent of Administrative Agent, which shall not be unreasonably withheld. (ib) Make No Borrower shall make any distribution, whether in cash, property, securities or a combination thereof, in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Subordinated Debt or unsecured Material Indebtedness (excluding Real Property Financing Obligations), except for (i) the Loans, (ii) with proceeds of any Excluded Issuance made after the Closing Date (other than proceeds of any Excluded Issuance made in connection with an exercise of the LoansBorrowers’ Cure Right under Section 5.6), other than in respect and (iii) the conversion or exchange of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions into Qualified Capital Stock of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), GHC Holdings LLC or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)GHLLC.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any of the Senior Subordinated Note, the Debentures or any other Indebtedness for borrowed money (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(hDocuments and Indebtedness incurred pursuant to Sectxxx 0.00(x), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x), (x), (x), (x), (x), (x) xx (k) or any Refinancing Indebtedness in respect thereof) of any Loan Party or any Subsidiary, (ii) make any payment or prepayment of any such Indebtedness that would violate the Lenders pursuant terms of this Agreement or of such Indebtedness, any agreement or document evidencing, related to Section 2.13(f) and (y) or securing the lenders under the Second Lien Term Loan Agreement pursuant payment or performance of such Indebtedness or any subordination agreement or provision applicable to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, Indebtedness or (iiiii) pay in cash any amount in respect of any such Indebtedness or preferred Equity Interests that may at the obligor’s applicable Loan Party's or Subsidiary's option be paid in kind thereunder. (b) Notwithstanding anything contained in this Section 6.08 to the contrary, (i) the Borrower and the Subsidiaries shall be permitted to refinance any Indebtedness to the extent permitted by Section 6.01; and (ii) the Borrower shall be permitted to make payments in respect of any Senior Subordinated Note in accordance with the terms thereof and to pay interest on the Debentures solely in the form of additional Debentures in accordance with the terms thereof. (c) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement governing the Debentures, the Senior Subordinated Note (or any Indebtedness issued to refinance such Indebtedness in other securities (other than accordance with this Agreement), to the Second Lien Term Loans)extent that any such waiver, supplement, modification, amendment, termination or release would be adverse to the Bridge Lenders in any material respect.

Other Indebtedness and Agreements. (a) Permit Make any voluntary or optional payments, prepayments or redemptions of principal or premium or voluntarily repurchase, acquire or retire for value prior to the stated maturity with respect to Indebtedness (other than Indebtedness arising under the Loan Documents); provided that: (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement Parent and Denny's Holdings shall be permitted (A) to acquire voluntarily 11-1/4% Senior Notes pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any clause (a) of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations definition of the obligor term "Permitted Senior Notes Repurchases" and (B) acquire voluntarily, discharge or confer additional material rights on the holder of such Indebtedness in a manner adverse defease and redeem 12-3/4% Senior Notes pursuant to Holdings, the Borrower, any clause (b) of the Subsidiaries or definition of the Lendersterm "Permitted Senior Notes Repurchases"; provided that no such acquisition shall be permitted unless (A) at the Second Lien Term Loan Documents may time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be amended continuing and (B) Denny's shall have delivered a written statement to the Administrative Agent that (1) certifies that the condition set forth in accordance with clause (A) has been satisfied, (2) specifies the Intercreditor Agreement, or identity of the purchaser and (3) specifies the aggregate principal amount of the 11-1/4% Senior Notes and 12-3/4% Senior Notes to be purchased; (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents Borrower and any Subsidiary Loan Party shall have the right to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereofprepay secured Indebtedness, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(hFacility Documents (which cannot be prepaid pursuant to this clause (ii)), after the Closing Date up to an aggregate amount of $5,000,000; and (iii) Parent and/or Denny's Holdings shall be permitted to purchase or in redeem the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant New Notes to the mandatory prepayment provisions thereofextent permitted by clause (k) of Section 6.04; provided, with further, that such Declined Proceeds in accordance with payments shall be permitted to retire Indebtedness to the voluntary prepayment provisions extent required under a "due on sale" clause applicable to any disposition of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)assets permitted under Section 6.05.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan Sithe Debt or any subordinated Material the Sithe Subordinated Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to Intermediate Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respectrespect or (iii) amend any of the Independent Manager or separateness provisions set forth in Sections 6, 8, 9, 20 or 21 of each of the Limited Liability Company Operating Agreement as such separateness provisions relate to Independent Approval Matters (as defined in each Limited Liability Company Operating Agreement); provided that technical amendments to such provisions shall be permitted solely to permit the admission of additional Members (as defined in such Limited Liability Company Operating Agreements) in connection with the GasCo Equity Sale or any sale of Intermediate Holdings’ Equity Interests, in each case as permitted pursuant to the Loan Documents. (i) Make any distributionprepayment, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeemredemption, repurchase, retire defeasance, or other unscheduled payment of the Sithe Subordinated Indebtedness or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any unless the holder of such Sithe Subordinated Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by is the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or a Subsidiary Guarantor or (ii) pay refinance or extend the maturity of the Sithe Debt. (c) Except to the extent any of the following actions, either individually or in cash the aggregate, could not reasonably be expected to cause a Material Adverse Effect (taken as a whole after giving effect to all applicable amendments, modifications, changes, consents, waivers and approvals and after giving effect to any amount in respect Replacement Project Document), neither the Borrower nor any other Loan Party will cancel or terminate any Material Project Documents or consent to or accept any cancellation or termination thereof, or amend, modify or change any term or condition of any Indebtedness Material Project Document or preferred Equity Interests that may at give any consent, waiver or approval thereunder, waive any default under or any breach of any term or condition of any Material Project Document or cause or allow the obligor’s option be paid in kind assignment of the rights or in other securities (obligations of any Loan Party to any Material Project Document other than pursuant to the Second Lien Term Loans)Loan Documents.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Restricted Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness reasonably be expected to result in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor AgreementMaterial Adverse Effect, or (ii) any material waiver, supplement, modification or amendment of (x) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, (y) an agreement set forth on Schedule 6.08(a) or (z) any lease between the Borrower or a Guarantor and an Affiliate of the Borrower or such Guarantor that has the effect of increasing the rental amounts payable thereunder, in the case of clause (y) or (z), to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders (in their capacities as Lenders) in any material respect, and in the case of clause (x), to the extent any such waiver, supplement, modification or amendment would reasonably be expected to result in a Material Adverse Effect. (b) Make (or give any notice in respect thereof) any payment or prepayment of principal on or redemption, repurchase, defeasance or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under any Subordinated Indebtedness, Permitted Unsecured Debt or Permitted Second Lien Debt, except (i) Make any distributionpayment of principal at scheduled maturity, whether (ii) scheduled amortization payments of Permitted Unsecured Debt of Foreign Subsidiaries or Permitted Second Lien Debt of Foreign Subsidiaries, (iii) a refinancing permitted by Section 6.01(a), (iv) any payment to the extent made with Qualified Capital Stock of the Borrower or with the proceeds from the substantially concurrent sale of any Qualified Capital Stock of the Borrower, (v) any refinancing of Permitted Unsecured Debt or Permitted Second Lien Debt with other Permitted Unsecured Debt, Permitted Second Lien Debt, Subordinated Indebtedness or Equity Issuances (in cashthe case of any Permitted Unsecured Debt, propertyPermitted Second Lien Debt or Subordinated Indebtedness, securities only to the extent the same is permitted to be incurred in accordance with Section 6.01) or (vi) any payment required in connection with customary offers to repurchase upon an Asset Sale or a combination thereof“change of control” or similar provision. For purposes of clarification, the foregoing shall not be deemed to restrict the repayment of Acquisition Indebtedness with Acquisition Net Proceeds in the event the associated Prospective Acquisition is not consummated by the outside time required with respect thereto. (c) Amend or modify, or permit the amendment or modification of, any provision of any ABL Loan Document, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, any amendment or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied modification that is in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan ABL Intercreditor Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans).

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination modification or release amendment of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness Debt of Holdings, the Borrower or any of the its Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination modification or release amendment would be materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-by- laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be materially adverse to the Lenders in any material respectLenders. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments or other mandatory payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness Debt of the Borrower or its Restricted Subsidiaries, other than any such action taken by the Borrower or any Restricted Subsidiary in respect of (A) the Debt created hereunder, (B) Refinancing Debt issued with respect to such Debt and/or proceeds of the issuance of Capital Stock (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions Disqualified Stock) or (C) secured Debt that becomes due as a result of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), voluntary sale or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions transfer of the Second Lien Term Loan Agreement, property or assets securing such Debt or (ii) pay in cash any amount in respect of any Indebtedness Debt of the Borrower or preferred Equity Interests its Restricted Subsidiaries that may be at the obligor’s option be paid in kind or in other securities (any such distribution, payment, redemption, repurchase, retirement or other acquisition of Debt limited by the preceding clauses (i) and (ii) referred to herein as a “Debt Repurchase”), unless, in each instance: (x) no Default or Event of Default exists or shall exist immediately after giving effect to such Debt Repurchase, (y) the Borrower shall continue to be in compliance with the covenants in Sections 7.01 and 7.02 immediately after giving effect to such Debt Repurchase and (z) either (1) any Borrowings under the Facility required to effectuate such Debt Repurchase shall be made and repaid substantially contemporaneously with such Debt Repurchase (and, in any event, repaid within one Business Day after the effectuation of such Debt Repurchase) or (2) for Debt Repurchases other than mandatory payments of principal and interest that are not regular scheduled payments, before and immediately after giving effect to such Debt Repurchase, no greater than $50,000,000 in aggregate principal amount of Loans under the Second Lien Term Loans)Facility are outstanding.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any organizational documents of Holdings, the Borrowers or any Subsidiary Guarantor in a manner that would adversely and materially affect the interests of the Lenders, or any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness Junior Debt of Holdings, the Borrower Borrowers or any of the Restricted Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to Holdings, the BorrowerBorrowers, any of the Restricted Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (ia) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire retire, or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness Junior Debt except (i) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing Indebtedness, (ii) the prepayment, redemption, repurchase, defeasance, exchange, acquisition or retirement or other acquisition of any Junior Debt in exchange for, or out of the proceeds of, the substantially concurrent sale of, Qualified Capital Stock of Holdings or contributions to the equity capital of Holdings (other than any Disqualified Capital Stock) not otherwise included in the Loans)Available Basket Amount, (iii) the prepayment, redemption, repurchase, defeasance, exchange, acquisition or retirement or other than acquisition of any Junior Debt in respect an amount not to exceed the Available Basket Amount immediately prior to the time such payment is paid; provided that (a) no Event of Indebtedness under Default has occurred and is continuing at the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with time of any such payment or would result therefrom and (b) the mandatory prepayment provisions Total Net Leverage Ratio calculated on a Pro Forma Basis as of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in last day of the case of Declined Proceeds that are retained by the Borrower after having most recently ended Test Period for which financial statements have been declined by (x) the Lenders delivered pursuant to Section 2.13(f5.04(a) or (b), as applicable, prior to the date of the execution of the definitive agreement governing such payment shall not exceed 2.50 to 1.00, (iv) the payment, purchase, repurchase, redemption, defeasance or other acquisition or retirement for value in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, on the date of such final maturity, purchase, repurchase, redemption, defeasance or other acquisition or retirement, (v) regularly scheduled payments of interest, mandatory prepayments, fees, expenses and indemnification obligations and (yvi) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect conversion of any Indebtedness Junior Debt to Qualified Capital Stock of Holdings or preferred Equity Interests that may at the obligor’s option be paid Borrowers and the payment of cash in kind or lieu of fractional shares in other securities (other than the Second Lien Term Loans)connection therewith.

Other Indebtedness and Agreements. (a) Permit (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification modify its charter or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents laws to the extent that any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, the Holdco Notes or any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreementsubordinated Indebtedness, or (ii) pay in cash any amount in respect of any Indebtedness (other than the Holdco Notes, to the extent permitted by Section 6.06(a)) or preferred Equity Interests Interests) that may at the obligor’s option be paid in kind or in other securities securities. (other c) Notwithstanding the foregoing, so long as no Default or Event of Default shall have occurred and be continuing or result therefrom, (i) Holdings may expend up to $20,000,000 of the proceeds of the Cash Equity Contribution that were not used to consummate the Merger Transactions to redeem, repurchase or otherwise retire Holdco Notes, (ii) Holdings may expend up to $10,000,000 of the proceeds of the Term Loans to redeem, repurchase or otherwise retire Holdco Notes and (iii) Holdings may otherwise redeem, repurchase or otherwise retire the Holdco Notes, in whole or in part, so long as after giving effect to each such redemption, repurchase or retirement, (x) the Borrower would be in Pro Forma Compliance, (y) there would be no outstanding Revolving Loans or Swingline Loans and (z) if the aggregate amount so expended pursuant to this clause (iii) would exceed $25,000,000, the Senior Secured Leverage Ratio would be less than the Second Lien Term Loans)1.25 to 1.00.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the any Borrower or any Restricted Subsidiary in an aggregate principal amount in excess of the Subsidiaries $5,000,000 is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release is to (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on such Indebtedness; (iii) add or change any event of default or add any material covenant with respect to such Indebtedness; (iv) change the prepayment provisions of such Indebtedness in any manner adverse to the Lenders; (v) change the subordination provisions thereof (or the subordination terms of any Guarantee thereof); or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the any Borrower, any of Restricted Subsidiary, the Subsidiaries Administrative Agent or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness for borrowed money (other than the Loans), other than in respect ) of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), any Borrower or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, any Restricted Subsidiary or (ii) pay in cash any amount in respect of any such Indebtedness or preferred Equity Interests that may at the obligor’s 's option be paid in kind or in other securities securities, except that (A) Terex shall be permitted to use the Net Cash Proceeds of any Equity Issuance to prepay not more than one-third of the Existing Senior Subordinated Notes or any other than Indebtedness, (B) Terex and its Restricted Subsidiaries shall be permitted to make any such distribution or payment if all of the Second Lien Term Loansfollowing conditions are satisfied: (1) at the time of such distribution or payment and after giving effect thereto, no Default or Event of Default has occurred and is continuing or would arise as a result thereof; (2) the amount of all such distributions and payments made pursuant to this clause (i)., together with all dividends, redemptions and purchases made pursuant to

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if without the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations prior written consent of the obligor or confer additional material rights on Administrative Agent, except (x) to the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, extent any of the Subsidiaries or foregoing is not adverse to the Lenders; provided that interests of the Second Lien Term Lenders under the Loan Documents may be amended in accordance any material respect or (y) in connection with the Intercreditor Agreement, any Permitted Refinancing of Indebtedness permitted under Section 6.01 or (ii) any waiver, supplement, modification or amendment of (A) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents or (B) that certain indemnification agreement dated as of February 9, 2010 between Xxxxxxx Xxxxx and Harbinger Capital Partners Master Fund I, Ltd., in each case to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (a) (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, (A) any Indebtedness (other than the Loans)subordinated Indebtedness, other than in respect of Indebtedness under the Second Lien Term Loan Agreement, connection with Declined Proceeds applied in accordance with the mandatory prepayment provisions (1) any Permitted Refinancing thereof and (2) any Permitted Specified Refinancing of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds Subordinated Notes; provided that are retained by the Borrower after having been declined by (x) in each case, at the Lenders pursuant to Section 2.13(f) time of such transaction after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (y) solely for the lenders purposes of the foregoing clause (2), if and only if the Leverage Ratio would be no greater than 4.00 to 1.00 and the Secured Leverage Ratio would be no greater than 3.50 to 1.00, in each case, as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and Section 5.04(d) have been delivered or for which comparable financial statements have been filed with the SEC, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of the first day of such period; and (B) if a Default exist or would result therefrom, any Indebtedness, other than (1) the payment of the Indebtedness created hereunder and under the Second Lien Term Loan ABL Credit Agreement pursuant to and the mandatory prepayment provisions thereofSenior Secured Notes, with such Declined Proceeds in accordance with (2) the payment of secured Indebtedness that becomes due as a result of the voluntary prepayment provisions sale or transfer of the Second Lien Term Loan Agreementproperty or assets securing such Indebtedness; or (i) if a Default exists or would result therefrom, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the applicable obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of (i) any Material Agreement or (ii) any indenture, instrument or agreement pursuant to which the Second Lien Term Loan any Indebtedness or any subordinated Material Indebtedness preferred stock of HoldingsAllied, the Borrower or any of the Subsidiaries Subsidiary is outstanding if in an aggregate outstanding principal amount in excess of $10,000,000, or modify its charter or by-laws, in each case to the effect of extent that any such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect; provided, however, that this Section 6.10(a) shall not apply to any waiver, supplement, amendment, termination or release with respect to any activity reasonably related to the repayment or termination of the Allied Canada Debentures. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled (or with respect to senior indebtedness held by a person that is not an Affiliate 72 67 of the obligor, mandatory) payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness for borrowed money (other than the LoansIndebtedness permitted under Section 6.01(a), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h(d), (e) or (o) and intercompany Indebtedness permitted under Section 6.01(g)) of any Loan Party or any Subsidiary in the case of Declined Proceeds that are retained by the Borrower after having been declined by an outstanding principal amount exceeding $5,000,000, except for (x) the Lenders pursuant to refinancings permitted by Section 2.13(f6.01(o) and (y) the lenders under Loans, (ii) make any payment or prepayment of any such Indebtedness that would violate the Second Lien Term Loan terms of this Agreement pursuant or of such Indebtedness, any agreement or document evidencing, related to or securing the mandatory prepayment provisions thereof, with payment or performance of such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, Indebtedness or any subordination agreement or provision applicable to such Indebtedness or (iiiii) pay in cash any amount in respect of any such Indebtedness or preferred Equity Interests that may at the obligor’s applicable Loan Party's or Subsidiary's option be paid in kind or in other securities securities. (other than c) Notwithstanding anything contained in this Section 6.10 to the Second Lien Term Loans)contrary, (i) the Borrower shall be permitted to exchange the Senior Subordinated Notes for substantially identical notes in accordance with the Exchange and Registration Rights Agreement dated as of December 5, 1996, relating to the Senior Subordinated Notes; and (ii) Allied shall be permitted to exchange the Allied Senior Notes for substantially identical notes in accordance with the Exchange and Registration Rights Agreement dated as of May 15, 1997, relating to the Allied Senior Notes.

Other Indebtedness and Agreements. (a) Permit Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) effect (i) any waiver, supplement, modification, amendment, termination modification or release amendment of (A) (x) any indenture, instrument or agreement pursuant to which any unsecured Material Indebtedness, any Indebtedness that is expressly subordinated in right of payment to the Second Lien Term obligations of the Loan Parties in respect of the Loan Documents or any subordinated Material Indebtedness that is secured by junior-priority security interest in any Collateral securing the Facilities and (y) the 2020/2040 Indenture (collectively, together with any Permitted Refinancing of Holdingsthe foregoing, the Borrower “Junior Financing”) or (B) any of the Subsidiaries is outstanding Spinco Loan Documents, in each case, if the effect of such waiver, supplement, modificationmodification or amendment (1) would be adverse to the Lenders in any material respect (as determined in good faith by Holdings) or (2) solely with respect to the Spinco Loan Documents, amendment, termination or release would materially increase the obligations is in violation of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Leidos/Spinco Intercreditor Agreement, Agreement or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (b) Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing (it being understood and agreed that payments of regularly scheduled interest and principal shall be permitted) or make any payment in violation of any subordination terms of any Junior Financing (each, a “Restricted Debt Payment”), except: (i) Make the refinancing of any distributionJunior Financing with any Permitted Refinancing thereof; (ii) the prepayment, whether redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing, so long as after giving pro forma effect thereto and the pro forma adjustments described in cashSection 1.07, property(A) the Leverage Ratio is equal to or less than 3.00 to 1.00 and (B) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (iii) the prepayment, securities redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing in an aggregate amount not to exceed the portion, if any, of the Available Amount as of such time that Holdings or the Borrower elects to apply to this Section 6.10(b)(iii), such election to be specified in a combination thereofwritten notice of a Financial Officer of Holdings calculating in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied; provided that, in the case of this Section 6.10(b)(iii), (1) before and after giving effect to any such prepayment, redemption, purchase, defeasement or other satisfaction, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) after giving effect to any such prepayment, redemption, purchase, defeasement or other satisfaction, the Leverage Ratio is equal to or less than 3.50 to 1.00 on a pro forma basis after giving effect to such prepayment, redemption, purchase, defeasement or other satisfaction and the pro forma adjustments described in Section 1.07; (c) Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) enter into or permit to exist any contractual obligation (other than regular scheduled payments this Agreement or any other Loan Document) that limits the ability of principal and interest as and when due (any of the Restricted Subsidiaries to make Restricted Payments to the extent not prohibited by applicable subordination provisions)Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for (i) any agreement in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for effect on the aforesaid purposes any Indebtedness Closing Date (other than the LoansSpinco Loan Documents) and described on Schedule 6.10, (ii) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iii) any agreement representing Indebtedness of a Restricted Subsidiary which is not a Loan Party which is permitted by Section 6.09, (iv) any agreement in connection with a Disposition permitted hereunder, (v) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements or other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, (vi) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business of Holdings and the Restricted Subsidiaries, (vii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (viii) customary restrictions contained in Indebtedness permitted under this Agreement to the extent no more restrictive, taken as a whole, to Holdings and the Restricted Subsidiaries in any material respect than the covenants contained in this Agreement (as reasonably determined by the Borrower), other than (ix) restrictions regarding licenses or sublicenses by Holdings and the Restricted Subsidiaries of IP Rights in respect the Ordinary Course of Indebtedness under Business of Holdings and the Second Lien Term Loan Agreement, with Declined Proceeds applied Restricted Subsidiaries (in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(hwhich case such restriction shall relate only to such IP Rights), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) provisions in agreements or instruments that prohibit the Lenders pursuant payment of dividends or the making of other distributions with respect to Section 2.13(fany class of Equity Interests of a Person other than on a pro rata basis to the holders thereof, (xi) restrictions imposed by applicable law; (xii) the Spinco Loan Documents; (xiii) any restrictions or conditions imposed by the Acquisition Agreement or in connection with the Acquisition Transactions; and (yxiv) any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (i) through (xiii) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions good faith judgment of the Second Lien Term Loan AgreementBorrower, no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)refinancing.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan Closing Date Xxxxx Equity, any Receivables Securitization, the Existing Sunterra Notes, the obligations under the Dorfinco Credit Agreements or the Citicorp Conduit Agreement or any subordinated Material Indebtedness of Holdings, Polo Holdings, the Borrower or any of the other Subsidiaries was issued or is outstanding (other than the First Lien Credit Agreement and the “Security Documents” as defined in the First Lien Credit Agreement, each of which may be amended to the extent not inconsistent with the First Lien Intercreditor Agreement) if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of the Closing Date Xxxxx Equity or such Indebtedness in a manner adverse in any material respect to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of (x) its certificate of incorporation, declaration of trust, by-laws, operating, management management, club or partnership agreement or other organizational documents or (y) the Executive Services Agreement, the Trivergance Services Agreement, the Securityholders Agreement or the Asset Contribution Agreement, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect, it being understood that any waiver, supplement, modification or amendment of Section 8 of the Securityholders Agreement or of Section 10.19 of the Operating Agreement of Holdings (other than the confidentiality provisions thereof, unless such change would actually be adverse to the Lenders in a material respect) shall be deemed to be adverse to the Lenders in a material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Restricted Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans).than

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Subordinated Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would reasonably be expected to materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner reasonably expected to be materially adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or . (iib) Permit any waiver, supplement, modification modification, amendment, termination or amendment release of its certificate of incorporationthe Recapitalization Agreement or the Debt Tender Offer, by-laws, operating, management or partnership agreement or other organizational documents to the extent that any such waiver, supplement, modification modification, amendment, termination or amendment would release would, in the reasonable judgment of the Required Lenders, be adverse to the interest of the Lenders in any material respect, without the consent of the Required Lenders. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due or overdue (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders incurred pursuant to Section 2.13(f6.01(k) and or any Refinancing Indebtedness in respect thereof (y) provided that the lenders under foregoing shall not prohibit a refinancing of such Indebtedness with Equity Interests or the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions proceeds of the Second Lien Term Loan AgreementRefinancing Indebtedness or Equity Interests), or (ii) pay in cash any amount in respect of any Indebtedness (other than Management Notes, to the extent permitted by Section 6.06(a)) or preferred Equity Interests that may at the obligor’s 's option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit The Borrower shall not, and shall not permit any Subsidiary to, permit any (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant document related to which the Second Lien Term Loan or any subordinated Material Subordinated Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries Subsidiary or the Lenders; provided that the Second Lien Term Loan Documents may be amended Lenders in accordance with the Intercreditor Agreementany material respect, or (ii) waiver, supplement, modification, amendment, termination or release of any Additional Unsecured Debt Document if the effect of such waiver, supplement, modification, amendment, termination or release would result in the terms of the Additional Unsecured Debt not satisfying the requirements of Section 6.01(j) or (iii) waiver, supplement, modification or amendment of its certificate of incorporation, certificate of formation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be materially adverse to the Lenders in any material respectLenders. (b) The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, make (or give any notice in respect of) any voluntary or optional payment or prepayment on or redemption, repurchase or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of (including by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), any Additional Unsecured Debt or any Subordinated Indebtedness, except: (A) the Borrower may pay, prepay, redeem, repurchase or acquire for value any then outstanding Additional Unsecured Debt or Subordinated Indebtedness with the Net Cash Proceeds received from any new issuance or incurrence by the Borrower of Additional Unsecured Debt or Subordinated Indebtedness so long as no Default or Event of Default has occurred and is continuing prior to or after giving effect to any such payment, prepayment, redemption, repurchase or acquisition; and (B) the Borrower may pay, prepay, redeem, repurchase or acquire for value any then outstanding Additional Unsecured Debt or Subordinated Indebtedness so long as (i) Make no Default or Event of Default has occurred and is continuing prior to or after giving effect to such payment, (ii) the Borrower would be in compliance with the Leverage Ratio set forth in Section 6.11(a) as of the most recently completed Test Period on a Pro Forma Basis after giving effect to such payment, prepayment, redemption, repurchase or acquisition, and (iii) the aggregate amount of payments pursuant to this clause (B) does not exceed the Available Amount as in effect immediately before the respective payment, prepayment, redemption, repurchase or acquisition. Notwithstanding anything to the contrary contained above in this Section 6.09(b), in no event shall the Borrower or any Subsidiary make any payment of any kind or character on account of any Subordinated Indebtedness (whether in respect of principal, interest or otherwise) to the extent that such payment would be prohibited by the applicable subordination provisions of such Subordinated Indebtedness. (c) The Borrower shall not, and shall not permit any Subsidiary to, make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or paypay (whether in respect of principal, interest or commit to payother amounts), or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes consideration any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders incurred pursuant to Section 2.13(f6.01(l) in excess of, when combined with all payments and (y) the lenders under the Second Lien Term Loan Agreement repurchases made pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans).to

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor (excluding increases in the amount of such Indebtedness to the extent permitted to be incurred pursuant to Section 6.01) or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) . Permit any waiver, supplement, modification or amendment of its certificate any of incorporationthe documentation governing, by-lawsevidencing or otherwise relating to Alpha Terminal Company, operating, management or LLC's partnership agreement or other organizational documents to interest in Dominion Terminal Associates if the extent any effect of such waiver, supplement, modification or amendment would be adverse to materially increase the Lenders in obligations of Alpha Terminal Company, LLC or any material respectof its Affiliates with respect thereto. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Material Indebtedness, except (A) the payment of the Indebtedness created hereunder, (other than the Loans), other than in respect B) refinancings of Indebtedness under permitted by Section 6.01 and (C) the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions payment of secured Indebtedness that becomes due as a result of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), voluntary sale or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions transfer of the Second Lien Term Loan Agreementproperty or assets securing such Indebtedness, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s 's option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit Except for transactions (i) pursuant to and in order to effectuate the Restructuring and the Restructuring Documents or (ii) set forth on the Restructuring Schedule, permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower Sun or any of the Subsidiaries Subsidiary is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to HoldingsSun, the Borrower, any of the Subsidiaries such Subsidiary or the Lenders; provided that . (b) Except for transactions (i) pursuant to and in order to effectuate the Second Lien Term Loan Restructuring and the Restructuring Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiverset forth on the Restructuring Schedule (including, supplementfor the avoidance of doubt, modification or amendment the redemption of its certificate of incorporationthe Subordinated Notes), by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), or set apart any sum for the aforesaid purposes purposes, any Material Indebtedness (other than (i) the Loans), other than (ii) any Existing Mortgage Indebtedness in respect of Indebtedness under the Second Lien Term Loan Agreement, connection with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders a refinancing permitted pursuant to Section 2.13(f6.01(a)) and (yiii) the lenders under Sabra Notes and the Second Lien Term Loan Agreement pursuant Sabra Bank Facilities, in the event the Declaration Date has not occurred on or prior to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)Outside Date.

Other Indebtedness and Agreements. (a) Permit (i) Permit any waiver, supplement, modification, amendment, termination or release of (x) any ABL Document or agreement in respect of any refinancing of any Indebtedness under the ABL Documents, in each case except as permitted by the Intercreditor Agreement, or (y) any indenture, instrument or agreement (other than the ABL Documents) pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-by- laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respectrespect (including reorganization of the Borrower or any other Loan Party in a non-U.S. jurisdiction). (b) (i) Make With respect to any Subordinated Indebtedness or Junior Indebtedness, make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisionsprovisions or subordination agreements), in respect of, or pay, or commit to pay, pay or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for considerationconsideration such Indebtedness except (A) Permitted Refinancing Indebtedness incurred pursuant to Section 6.01 and (B) unless an Event of Default has occurred and is continuing, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than payments in respect of such Indebtedness under owing to the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions Borrower or any Subsidiary of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreementextent not otherwise prohibited hereunder, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than Indebtedness or preferred Equity Interests held by the Second Lien Term LoansBorrower or a Loan Party that is a Subsidiary of the Borrower). (c) Notwithstanding the foregoing, the Borrower and its Subsidiaries may pay, redeem, purchase, retire or otherwise acquire for value Indebtedness in transactions that would otherwise be prohibited by paragraph (b) above in an amount not to exceed the Available Amount at such time; provided that (x) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (y) both before and immediately after giving effect thereto, the Total Net Leverage Ratio would not exceed 2.50 to 1.00 on a Pro Forma Basis for the most recent Calculation Period for which Section 5.04 Financials have been delivered and (z) with respect to any such payment, redemption, purchase, retirement or acquisition in an amount in excess of $10,000,000, at least 2 Business Days prior to the making of such payment, redemption, purchase, retirement or acquisition (or such later date as permitted by the Administrative Agent and the Required Lenders), the Borrower shall have delivered a certificate of a Financial Officer, certifying as to compliance with this paragraph (c) and as to the Available Amount and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent and the Required Lenders.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries Loan Party or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other Other than regular scheduled payments and mandatory payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), make any distribution, whether in cash, property, securities or a combination thereof, in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Subordinated Indebtedness except (other than A) intercompany Indebtedness owing to any Loan Party and (B) the Loans), other than in respect payment of secured Indebtedness permitted under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions Section 6.01 that becomes due as a result of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), voluntary sale or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions transfer of the Second Lien Term Loan Agreement, property or assets securing such Indebtedness so long as the Liens securing such Indebtedness are permitted under Section 6.02 or (ii) pay in cash any amount in respect of any Material Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than securities, except as permitted by Section 6.06(a)(vi). For the Second Lien Term Loans)avoidance of doubt, this Section 6.09(b) does not restrict the conversion of convertible Indebtedness of Parent Holdings permitted under Section 6.01 into Equity Interests of Parent Holdings.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any Junior Financing Documentation or any other indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness (other than Indebtedness under the First Lien Credit Agreement and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness) of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lenders or (ii) any amendment, restatement, supplement or modification of any First Lien Term Loan Documents may be amended Facility Document, except in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (b) (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, (A) any Permitted Subordinated Indebtedness or other subordinated Indebtedness or (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (xB) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreementany Disqualified Capital Stock, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan any Indebtedness or any subordinated Material Indebtedness preferred stock of Holdings, the Borrower or any of the Subsidiaries Subsidiary is outstanding if in an aggregate outstanding principal amount in excess of $3,000,000, to the effect of extent that any such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (b) Permit any waiver, supplement, modification, amendment, termination or release of the Acquisition Agreement (i) on or prior to the Closing Date, to the extent that any such waiver, supplement, modification, amendment, termination or release would, in the reasonable judgment of any Lender, be adverse to the interests of such Lender, without the consent of such Lender and (ii) after the Closing Date, to the extent that any such waiver, supplement, modification, amendment, termination or release would, in the reasonable judgment of the Required Lenders, be adverse to the interest of the Lenders in any material respect, without the consent of the Required Lenders. (c) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled (or with respect to senior indebtedness held by a person that is not an Affiliate of the obligor, mandatory) payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness for borrowed money (other than the LoansIntercompany Indebtedness) of any Loan Party or any Subsidiary (other than JAIX Leasing or any subsidiary thereof) in an outstanding principal amount exceeding $500,000, except for (i) any refinancing of Indebtedness permitted by Section 6.01(b), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay the refinancing of Indebtedness in cash connection with the consummation of the Transactions, (iii) the prepayment, redemption or repurchase of Indebtedness in an aggregate principal amount not to exceed $10,000,000, and (iv) the Loans. (d) Enter into any amount waiver, supplement, modification, amendment, termination or release of the JAIX Tax Sharing Agreement that would increase the payments required to be made thereunder by any Loan Party to JAIX Leasing or would, in respect the reasonable judgment of the Required Lenders, be adverse to the interests of the Lenders in any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans)material respect.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would reasonably be expected to materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner reasonably expected to be materially adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended . (b) Amend or modify in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be manner materially adverse to the Lenders in the articles or certificate of incorporation or by-laws or limited liability company agreement of Holdings, the Borrower or any material respectSubsidiary. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due and payable (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any subordinated Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance (A) with the mandatory prepayment provisions proceeds of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or a substantially concurrent issuance of Equity Interests of Holdings (provided that (1) in the case of Declined Proceeds that are retained any such redemption, repurchase, retirement or acquisition by the Borrower, the proceeds of such issuance of such Equity Interests shall have been actually received by the Borrower after having been declined (including through a capital contribution of such proceeds by Holdings to the Borrower) and (2) such amount available for any such redemption, repurchase, retirement or other acquisition shall be decreased by (x) the Lenders portion of the proceeds of such issuance of Equity Interests required to be used to repay Term Loans pursuant to Section 2.13(f) 2.13 of the Term Loan Credit Agreement and (y) the lenders portion of the proceeds of such issuance, if any, used to repurchase Equity Interests of Holdings pursuant to clause (viii)(B) of the proviso to Section 6.06(a)), or (B) with respect to Earn-Out Consideration, to the extent permitted under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan applicable Earn-Out Subordination Agreement), or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s 's option be paid in kind or in other securities (other than the Second Lien Term Loans)securities.

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of (i) any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding or (ii) any Recapitalization Document, in each case if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the Borrower (in the case of any Recapitalization Document) or the obligor (in the case of Material Indebtedness) or confer additional material rights on the holder of any such Material Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (b) (i) Make any distribution, whether in cash, property, securities or a combination thereof, other Other than regular scheduled payments of principal and interest as and when due (to the extent (x) not prohibited by applicable subordination provisions, and (y) in the case of payments of interest on the Shareholder Notes, to the extent not in excess of the Borrower’s Portion of Excess Cash Flow at the time of such payment), make any distribution, whether in cash, property, securities or a combination thereof, in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes purposes, any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreementsubordinated Indebtedness, or (ii) pay in cash any amount in respect of any Indebtedness (other than, in the case of payments of interest on the Shareholder Notes, to the extent not in excess of the Borrower’s Portion of Excess Cash Flow) or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities securities. (other than c) Make any interest payment in cash with respect to the Second Lien Term Loans)Shareholder Notes in excess of the Borrower’s Portion of Excess Cash Flow.