Common use of Other Indebtedness and Agreements Clause in Contracts

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any 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 or (ii) modify its charter or by-laws to the extent that any such modification 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, the Holdco Notes or any subordinated 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 that may at the obligor's option be paid in kind or in other securities.

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 First Lien 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 Lenders; provided that the First Lien Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) modify any waiver, supplement, modification or amendment of its charter or certificate of incorporation, by-laws laws, operating, management or partnership agreement or other organizational documents 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 any Indebtedness (other than the Holdco Notes or any subordinated IndebtednessLoans and the First Lien Loans), 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 that may at the obligor's ’s option be paid in kind or in other securitiessecurities (other than the payment of PIK Interest on the Loans in accordance with Section 2.06).

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 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 Lender or (ii) modify any waiver, supplement, modification or amendment of its charter certificate of incorporation, bylaws, operating, management or by-laws partnership agreement or other organizational documents, to the extent that 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 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, any Indebtedness except (A) the Holdco Notes payment of the Indebtedness created hereunder, (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 any subordinated Indebtedness, transfer of the property or assets securing such 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)Loans) or preferred Equity Interests that may at the obligor's ’s option be paid in kind or in other securities.

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 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 or (ii) modify any waiver, supplement, modification or amendment of its charter or certificate of incorporation, by-laws laws, operating, management or partnership agreement or other organizational documents to the extent that 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 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, the Holdco Notes or any subordinated Indebtedness, or (ii) pay in cash any amount in respect of any Indebtedness except (other than A) the Holdco Notespayment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent permitted by Section 6.06(a)6.01, (C) the payment of fees and expenses in respect of any Indebtedness permitted under Section 6.01, other than payments in respect of Indebtedness prohibited by the subordination provisions hereof, and (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or preferred Equity Interests that may at transfer of the obligor's option be paid in kind property or in other securitiesassets securing such Indebtedness.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any 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 or (ii) modify its charter or by-laws to the extent that any such modification would be materially adverse to the Lenders in any material respectBorrower or the Lender, unless such amended Material Indebtedness could be incurred 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, the Holdco Notes notes or any subordinated Indebtedness (other than inter-company subordinated 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 that may at the obligor's ’s option be paid in kind or in other securities. (c) Unless consented to by the Lender (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 3.05 for an amount less than sufficient to pay the Loan in full, or any other material litigation or proceeding.

Other Indebtedness and Agreements. (a) (i) Permit The Company shall not permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdings, the Borrower Company 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) 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 Banks; (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 Holdingsany Company, any Subsidiary, the Borrower, any of the Subsidiaries Agent or the Lenders or (ii) modify its charter or by-laws to the extent that any such modification would be adverse to the Lenders in any material respectBanks. (ib) Make The Company shall not 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, the Holdco Notes or any subordinated Indebtedness, or (ii) pay in cash any amount in respect of any Indebtedness for borrowed money (other than the Holdco Notes, to Loans) of the extent permitted by Section 6.06(a)) Company or preferred Equity Interests that may at the obligor's option be paid in kind or in other securitiesany Subsidiary.

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 Material Indebtedness of Holdings, the Borrower Issuer 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 BorrowerIssuer, any of the Subsidiaries or the Lenders Purchasers or (ii) modify any waiver, supplement, modification or amendment of its charter or certificate of incorporation, by-laws to the extent that any such modification would be adverse to the Lenders in any material respectlaws, operating, management or partnership agreement or other organizational documents. (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, any Indebtedness (other than that evidenced by the Holdco Notes or any subordinated Indebtedness, Notes) 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 that may at the obligor's ’s option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of (i) the Stock Purchase Agreement or the Merger Agreement or (ii) any indenture, instrument or agreement pursuant to which any Material Indebtedness or 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 or (ii) modify its charter or by-laws to the extent that any such modification 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 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, any Indebtedness for borrowed money of Holdings, the Holdco Notes Borrower or any subordinated Indebtedness, Subsidiary in an outstanding principal amount exceeding $1,000,000 or (ii) pay in cash any amount in respect of any such Indebtedness (other than the Holdco Notes, to the extent permitted by Section 6.06(a)) or preferred Equity Interests that may at the obligor's option be paid in kind or in other securities. (c) Notwithstanding anything contained in this Section 6.09 to the contrary, the Borrower shall be permitted to exchange the Senior Subordinated Notes or Qualified Subordinated Debt for

Other Indebtedness and Agreements. (a) Other than as permitted under Section 6.01, permit (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any 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 or (ii) modify any waiver, supplement, modification or amendment of its charter or certificate of incorporation, by-laws laws, operating, management or partnership agreement or other organizational documents 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, any Indebtedness except (A) the Holdco Notes payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness permitted by Section 6.01(a), (d) or any subordinated (g), and (C) the repayment of secured Indebtedness, or (ii) pay in cash any amount in respect of any Indebtedness (other than the Holdco Notesor, except to the extent permitted by under Section 6.06(a)) or 6.06, preferred Equity Interests that may at the obligor's ’s option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, modification or amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdingsany Loan Party (other than, to the Borrower or any extent permitted under the terms of the Subsidiaries Intercreditor Agreement, Material Indebtedness pursuant to the Term Loan Agreement) is outstanding if the effect of such waiver, supplement, modification, modification or 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 such Loan Party or the Lenders or (ii) modify its charter or by-laws to the extent that any such modification would be 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, any Indebtedness, except (A) the Holdco Notes payment of the Indebtedness created hereunder or any subordinated under the Term Loan Agreement, (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, 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 that may at the obligor's ’s option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination termination, or release of any indenture, instrument instrument, or agreement pursuant to which any Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries Credit Party is outstanding if the effect of such waiver, supplement, modification, amendment, termination 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 Credit Party or the Lenders or (ii) modify its charter or by-laws to the extent that any such modification would be adverse to the Lenders in any material respectLenders. (b) (i) Make With respect to any Credit Party, make any distribution, whether in cash, property, securities 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 retire, or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, the Holdco Notes or any subordinated IndebtednessIndebtedness (including the Subordinated Notes), 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 equity interests that may at the obligor's option be paid in kind or in other securities; provided that the Parent was permitted to repurchase and/or prepay the Subordinated Notes to the extent provided in the final proviso of Section 2.13(c) of the Original Credit Agreement.

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 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 Material Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders or (ii) modify any waiver, supplement, modification or amendment of its charter or certificate of incorporation, by-laws to the extent that any such modification would be laws, operating, management or partnership agreement or other organizational documents in a manner adverse to Administrative Agent, the Lenders in any material respectCollateral Agent and the 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 (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, any Indebtedness (other than the Holdco Notes or any subordinated Indebtedness, Loans) 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 that may at the obligor's ’s option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries Loan Party 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 or (ii) modify its charter or by-laws to Lenders; provided that, without limiting the extent that any such modification would foregoing, waivers, supplements, modifications, amendments, terminations and releases made in accordance with the Intercreditor Agreement shall be adverse to the Lenders in any material respectpermitted hereunder. (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 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, the Holdco Notes or any subordinated Indebtedness, or (ii) pay in cash any amount in respect of any Indebtedness (other than the Holdco Notes, that is subordinated to the extent permitted by Section 6.06(a)) or preferred Equity Interests that may at Obligations, including the obligor's option be paid in kind or in other securitiesSubordinated Notes.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any 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 or (ii) modify its charter or by-laws to the extent that any such modification would be adverse to the Lenders in any material respectLenders. (i) Make Pay or offer or commit to pay, or make any distribution, whether in cash, property, securities or a combination thereof, in respect of, 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, the Holdco Notes or any subordinated IndebtednessIndebtedness (other than as expressly provided for herein), 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 that may at the obligor's option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination determination or release of (i) the Merger Agreement or the Tax Sharing Agreement or (ii) any indenture, instrument or agreement pursuant to which any Material Indebtedness or 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 or (ii) modify its charter or by-laws to the extent that any such modification 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, any Indebtedness for borrowed money of the Holdco Notes Borrower or any subordinated Indebtedness, Subsidiary in an outstanding principal amount exceeding $1,000,000 or (ii) pay in cash any amount in respect of any such Indebtedness (other than the Holdco Notes, to the extent permitted by Section 6.06(a)) or preferred Equity Interests that may at the obligor's option be paid in kind or in other securities. (c) Notwithstanding anything contained in this Section 6.09 to the contrary, the Borrower shall be permitted to exchange the Senior Subordinated Notes for substantially identical notes in accordance with the Exchange and Registration Rights Agreements with respect thereto.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any 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 or (ii) modify its charter or by-laws to the extent that any such modification would be 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, the Holdco Notes or (A) any subordinated IndebtednessIndebtedness or (B) any Disqualified Capital Stock, 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 Preferred Equity Interests that may at the obligor's ’s option be paid in kind or in other securities, other than with respect to the Preferred Equity Interests set forth on Schedule 4(p) or issued after the Closing Date in accordance with the terms of this Agreement.

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 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 Material Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders or (ii) modify any waiver, supplement, modification or amendment of its charter or certificate of incorporation, by-laws to the extent that any such modification would be laws, operating, management or partnership agreement or other organizational documents in a manner adverse to Administrative Agent, the Lenders in any material respectCollateral Agent and the 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 (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, any Indebtedness (other than the Holdco Notes or any subordinated Indebtedness, Loans) 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 that may at the obligor's option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of (i) the Management Consulting Agreement, or (ii) any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdings, the Borrower Holdings 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 Holdings or any Subsidiary (or in the obligor or case of Material Indebtedness, confer additional material rights on the holder of such Indebtedness Indebtedness) in a manner adverse to Holdings, the Borrower, any of the Subsidiaries Subsidiary or the Lenders or (ii) modify its charter or by-laws to the extent that any such modification would be adverse to the Lenders in any material respectLenders. (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 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, the Holdco Notes any Disqualified Capital Stock or any subordinated IndebtednessIndebtedness which is subordinate or junior in right of payment to the Obligations pursuant to a written agreement to that effect (provided, however, that, so long as no Default then exists or (ii) pay in cash would occur as a result thereof, any amount in respect of the foregoing may be effected with that portion of the Net Cash Proceeds of any Indebtedness (other than the Holdco Notes, substantially concurrent Equity Issuance that is not required to the extent permitted by be applied to prepay Term Loans in accordance with Section 6.06(a2.13(c)) or preferred Equity Interests that may at the obligor's option be paid in kind or in other securities).

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries (other than the First Lien Credit Agreement and the other First Lien Loan Documents, which may be amended to the extent not inconsistent with the Intercreditor Agreement) 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 or (ii) modify its charter or by-laws to the extent that any such modification would be materially adverse to the Lenders in any material respectBorrower and the Subsidiaries, taken as a whole, or the 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 (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, the Holdco Notes or any subordinated 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 that may at the obligor's option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any 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 or (ii) modify its charter or by-laws to the extent that any such modification would be adverse to the Lenders in any material respectLenders. (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, the Holdco Notes or (A) any subordinated IndebtednessIndebtedness or (B) any Disqualified Capital Stock, 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 Preferred Equity Interests that may at the obligor's ’s option be paid in kind or in other securities, other than with respect to any Preferred Equity Interests issued after the Closing Date in accordance with the terms of this Agreement.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries (other than the Second Lien Credit Agreement and the other Second Lien Loan Documents, which may be amended to the extent not inconsistent with the Intercreditor Agreement) 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 or (ii) modify its charter or by-laws to the extent that any such modification would be materially adverse to the Lenders in any material respectBorrower and the Subsidiaries, taken as a whole, or the 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 (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, the Holdco Notes or any subordinated IndebtednessIndebtedness or Indebtedness under the Second Lien Credit Agreement, except in the case of Indebtedness under the Second Lien Credit Agreement, to the extent repaid with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Credit Agreement as contemplated by Section 2.13(f), 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 that may at the obligor's option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, modification or amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdingsany Loan Party (other than, to the Borrower or any extent permitted under the terms of the Subsidiaries Intercreditor Agreement, Material Indebtedness pursuant to the Revolving Credit Agreement) is outstanding if the effect of such waiver, supplement, modification, modification or 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 such Loan Party or the Lenders or (ii) modify its charter or by-laws to the extent that any such modification would be 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, any Indebtedness, except (A) the Holdco Notes payment of the Indebtedness created hereunder or any subordinated under the Term Loan Agreement, (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, 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 that may at the obligor's ’s option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit Other than any waiver, supplement, modificationmodification or amendment of any agreements related to Material Indebtedness to be entered into on the Third Restatement Date in connection with the Transactions, amendmentpermit any waiver, termination supplement, modification or release amendment of (a) any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries (other than in respect of any Specified Hedging Agreement and any Cash Collateralized Letter of Credit Facility and Material Indebtedness between the Borrower and its Subsidiaries or between Subsidiaries) is outstanding or (b) any indenture, instrument or agreement governing any Permitted Note Indebtedness, in any case, if the effect of such waiver, supplement, modification, amendment, termination modification or release amendment would materially increase the obligations of the obligor obligors or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to Holdingsthe Borrower and the Subsidiaries, the Borrowertaken as a whole, any of the Subsidiaries or the Lenders or (ii) modify its charter or by-laws to the extent Lenders; provided that any such modification would or amendment of any such indenture, instrument or agreement shall not 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 (prohibited by this Section solely to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit it has been effectuated 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 allow for the aforesaid purposes, the Holdco Notes or any subordinated Indebtedness, or (ii) pay incurrence of additional Indebtedness thereunder in cash any amount in respect of any Indebtedness (other than the Holdco Notes, to the extent permitted by compliance with Section 6.06(a)) or preferred Equity Interests that may at the obligor's option be paid in kind or in other securities6.01.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdingsthe Company, the Subsidiary 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 Holdingsthe Company, the Subsidiary Borrower, any of the Subsidiaries or the Lenders or (ii) modify its charter or by-laws to the extent that any such modification would be 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, the Holdco Notes or any subordinated IndebtednessIndebtedness (including the Subordinated Notes), 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 equity interests that may at the obligor's option be paid in kind or in other securities; provided that the Borrower was permitted to repurchase and/or prepay the Subordinated Notes to the extent provided in the final proviso of Section 2.13(c) of the Original Credit Agreement.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement in respect of any Contingent Notes or pursuant to which any 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 or (ii) modify its charter or by-laws to the extent that any such modification would be 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, the Holdco Notes or any subordinated Indebtedness, other than any prepayment of the Contingent Notes permitted by Section 9.17 or any prepayment of the Holdings Subordinated Notes permitted by Section 6.06(a)(v)(B) or Section 9.17, (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 that may at the obligor's option be paid in kind or in other securities, or (iii) so long as cash or Permitted Investments are held in the Contingent Note Reserve, use any other funds to pay any amount in respect of any Contingent Notes.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any 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 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 or (ii) modify any material waiver, supplement, modification or amendment of (x) its charter or certificate of incorporation, by-laws laws, operating, management or partnership agreement or other organizational documents or (y) an agreement set forth on Schedule 6.09(a), 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 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, any Indebtedness (other than the Holdco Notes or any subordinated IndebtednessLoans), 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 that may at the obligor's ’s option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement in respect of any Contingent Notes or pursuant to which any 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 or (ii) modify its charter or by-laws to the extent that any such modification would be 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, the Holdco Notes or any subordinated Indebtedness, other than any prepayment of the Contingent Notes permitted by Section 9.17 or any prepayment of the Holdings Subordinated Notes permitted by Section 6.06(a)(v)(B) or Section 9.17, (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 that may at the obligor's ’s option be paid in kind or in other securities, or (iii) so long as cash or Permitted Investments are held in the Contingent Note Reserve, use any other funds to pay any amount in respect of any Contingent Notes.

Other Indebtedness and Agreements. None of the Obligors will, nor will they cause or permit any of its Subsidiaries to: (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of (i) any Material Agreement or (ii) any indenture, instrument or agreement pursuant to which any Material Indebtedness or Preferred Stock of Holdings, the Borrower or any member of the Subsidiaries Allied Group is outstanding if in an aggregate outstanding principal amount in excess of $25,000,000, 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 could reasonably be expected to have a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders or (ii) modify its charter or by-laws to the extent that any such modification would be adverse to the Lenders in any material respectMaterial Adverse Effect. (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 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, the Holdco Notes or any subordinated Junior Indebtedness, except for refinancings (including subsequent refinancings) of Junior Indebtedness so long as the terms of the Indebtedness issued as part of such refinancing are no less favorable to the Lenders (as reasonably determined by the Administrative Agent) than the Junior Indebtedness so refinanced. (c) Make any payment or (ii) pay in cash any amount in respect prepayment of any Indebtedness (other than that would violate the Holdco Notesterms of this Agreement or of such Indebtedness, any agreement or document evidencing, related to or securing the extent permitted by Section 6.06(a)) payment or preferred Equity Interests that may at the obligor's option be paid in kind performance of such Indebtedness or in other securitiesany subordination agreement or provision applicable to such Indebtedness.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, modification or amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdings, any Loan Party (other than Material Indebtedness pursuant to the Borrower or any of the Subsidiaries Revolving Credit Agreement) is outstanding if the effect of such waiver, supplement, modification, modification or 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 such Loan Party or the Lenders or (ii) modify its charter or by-laws to the extent that any such modification would be 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, any Indebtedness, except (A) the Holdco Notes payment of the Indebtedness created hereunder or any subordinated Indebtednessunder the Term Loan Agreement, (B) refinancings of Indebtedness permitted by Section 6.01, (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 after the Closing Date in an aggregate amount not to exceed $300,000, 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 that may at the obligor's option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any 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 interest rate thereon, shorten the final maturity or the average life thereof or cause an Event of Default; provided that the Borrower may effect the Tender Offers and enter into amendments of the obligor or confer additional material rights on corresponding indentures to remove certain covenants, including the holder of such Indebtedness in a manner adverse to Holdingsrestricted payments covenant, the Borrower, any and/or legal defeasance of the Subsidiaries or the Lenders or (ii) modify its charter or by-laws to the extent that any such modification would be adverse to the Lenders in any material respectExisting Senior 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 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, the Holdco Notes or any subordinated Subordinated Indebtedness, except (i) to the extent the Borrower could make a Restricted Payment pursuant to Section 6.06(a) or (ii) pay in cash any amount in respect of any Indebtedness (other than the Holdco Notes, to the extent any Subordinated Indebtedness is repaid with the proceeds of a refinancing of such Subordinated Indebtedness permitted by under Section 6.06(a)6.01(a) or preferred Equity Interests that may at the obligor's option be paid in kind or in other securitiesSection 6.01(e).

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any Junior Financing Documentation or any other indenture, instrument or agreement pursuant to which any 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 or (ii) modify its charter or by-laws to the extent that any such modification would be 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, the Holdco Notes (A) any Permitted Subordinated Indebtedness or any other subordinated Indebtedness, (B) any Indebtedness under any Second Lien Facility (other than with the Net Cash Proceeds of any Permitted Subordinated Indebtedness) or (C) any Disqualified Capital Stock, 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 Preferred Equity Interests that may at the obligor's ’s option be paid in kind or in other securities.

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 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 or (ii) modify any waiver, supplement, modification or amendment of its charter or certificate of incorporation, by-laws to the extent that any such modification would be laws, operating, management or partnership agreement or other organizational documents 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, any Indebtedness except (A) the Holdco Notes payment of the Indebtedness created hereunder, (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 any subordinated transfer of the property or assets securing such 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 that may at the obligor's ’s option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, modification or amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdings, any Loan Party (other than Material Indebtedness pursuant to the Borrower or any of the Subsidiaries Term Loan Agreement) is outstanding if the effect of such waiver, supplement, modification, modification or 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 such Loan Party or the Lenders or (ii) modify its charter or by-laws to the extent that any such modification would be 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, any Indebtedness, except (A) the Holdco Notes payment of the Indebtedness created hereunder or any subordinated Indebtednessunder the Term Loan Agreement, (B) refinancings of Indebtedness permitted by Section 6.01, (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 after the Closing Date in an aggregate amount not to exceed $300,000, 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 that may at the obligor's option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any 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 Lenders. (b) Permit any waiver, supplement, modification or (ii) modify its charter or by-laws to the extent that amendment of any such modification 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, the Holdco Notes or any subordinated IndebtednessIndebtedness (other than the Mezzanine Note Redemption), 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 that may at the obligor's ’s option be paid in kind or in other securities, except that in either case the Borrower may pay, satisfy and discharge the Mezzanine Warrant Put Right if, when and to the extent exercised.

Other Indebtedness and Agreements. (a) (i) Permit any waiver, supplement, modification, amendment, termination modification or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdings, the Borrower or any amendment of the Subsidiaries is outstanding Second Lien Credit Agreement or the Loan Documents (as defined therein) if the effect of such waiver, supplement, modification, amendment, termination modification or release amendment would materially increase the obligations of the obligor or confer additional material rights on the holder holders of such Indebtedness in a manner materially adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders Lenders; provided that the foregoing will not prohibit any waiver, supplement, modification or amendment of the Second Lien Credit Agreement or the Loan Documents (iias defined therein) modify its charter or by-laws to expressly permitted by the extent that any such modification would be adverse to the Lenders in any material respectIntercreditor Agreement. (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)due, 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, any Indebtedness under the Holdco Notes or any subordinated IndebtednessSecond Lien Credit Agreement (other than with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Credit Agreement as contemplated by Section 2.13(e)), 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 that may at the obligor's ’s option be paid in kind or in other securities.

Other Indebtedness and Agreements. (a) (i) Permit Except to the extent permitted by Section 6.06(b), permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness or preferred stock of Holdings, the Borrower or any Subsidiary is outstanding or any other agreement (including the Tax Sharing Arrangement) that is material to the conduct and operations of the Subsidiaries is outstanding if Borrower or any Subsidiary, 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 or (ii) modify its charter or by-laws to the extent that any such modification would be adverse to the Lenders in any material respect. (ib) Make any distributionpayment, 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, any Indebtedness for borrowed money of the Holdco Notes Borrower or any subordinated IndebtednessSubsidiary, or except for (i) the Loans; (ii) pay in cash the Xxxxx Refinanced Indebtedness; (iii) Indebtedness that is refinanced by Refinancing Indebtedness; and (iv) any other Indebtedness that is not subordinated to the Obligations, provided that the amount that may be prepaid in respect of such other senior Indebtedness shall not exceed $25,000,000 in any Indebtedness (other than the Holdco Notes, to the extent permitted by Section 6.06(a)) or preferred Equity Interests that may at the obligor's option be paid in kind or in other securitiesfiscal year.