Common use of Prepayments and Amendments Clause in Contracts

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to: (a) except in connection with a refinancing permitted by Section 7.1(e), prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Obligor, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (iv) the Obligations in accordance with this Agreement, (b) except in connection with a refinancing permitted by Section 7.1(e), amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b) or (c) if any such amendment, modification, alteration, increase or change could reasonably be expected to have an adverse effect on the Lender Group, and (c) directly or indirectly, amend, modify, alter, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse Change.

Prepayments and Amendments. Borrower Each Loan Party will not, and will not permit any of the other Obligors its Restricted Subsidiaries to:, (a) except Except in connection with a refinancing any Refinancing Indebtedness, as permitted by Section 7.1(e), 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any ObligorLoan Party or its Restricted Subsidiaries, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (ivA) the Obligations in accordance with this Agreement, (B) the Obligations (as defined in the ABL Credit Agreement) in accordance with the ABL Credit Agreement, (C) Permitted Intercompany Advances, (D) the Secured Notes; provided that, with respect to this clause (D), no Loan Party shall be permitted to optionally prepay, redeem, defease, purchase, or otherwise acquire any Secured Notes with the proceeds of any Refinancing Indebtedness in respect thereof, or (E) other Indebtedness so long as the Payment Conditions are satisfied, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or (b) except in connection with a refinancing permitted by Section 7.1(e)Directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(bclauses (f), (g), (s) or (cv) of the definition of Permitted Indebtedness if any such amendment(A) the effect thereof, modificationeither individually or in the aggregate, alteration, increase or change could reasonably be expected to have an be materially adverse effect on to the Lender Group, and (c) directly or indirectly, amend, modify, alter, or change any interests of the terms Lenders or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of (B) such amendment, modification, alteration, modification or change is prohibited by the intercreditor or subordination terms applicable to such Indebtedness, or (ii) the Governing Documents of any Loan Party or any of its Restricted Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably could be expected to result in a Material Adverse Changebe materially adverse to the interests of the Lenders.

Prepayments and Amendments. No Borrower will, and no Borrower will not, and will not permit any of the other Obligors its Subsidiaries to:, (a) except Except in connection with a refinancing Refinancing Indebtedness permitted by Section 7.1(e), 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any ObligorLoan Party or its Subsidiaries (and, for the avoidance of doubt, any mandatory prepayment or redemption of Indebtedness arising by virtue of any requirements under the terms thereof in respect of mandatory prepayments or offers to repay or redeem in connection with any asset sale, recovery event, change of control, or similar event shall not be prohibited hereunder), other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (ivA) the Obligations in accordance with this Agreement,, (B) Hedge Obligations, (C) Permitted Intercompany Advances, or (D) other Indebtedness so long as the Payment Conditions are satisfied, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions governing such Indebtedness, or (b) except in connection with a refinancing permitted by Section 7.1(e)Directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b) clauses (b), (f), (s), or (ct) of the definition of Permitted Indebtedness if any such amendment(x) the effect thereof, modificationeither individually or in the aggregate, alteration, increase or change could reasonably be expected to have an be materially adverse effect on to the Lender Group, and (c) directly or indirectly, amend, modify, alter, or change any interests of the terms Lenders or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of (y) such amendment, modification, alteration, modification or change is prohibited by the intercreditor or subordination terms applicable to such Indebtedness, or (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably could be expected to result in a Material Adverse Changebe materially adverse to the interests of the Lenders.

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to:Except in connection with Refinancing Indebtedness permitted by Section 6.1, (a) except in connection with a refinancing permitted by Section 7.1(e), optionally prepay, redeem, defease, purchase, or otherwise acquire any Subordinated Indebtedness or any other Indebtedness of any ObligorLoan Party or any Subsidiary of a Loan Party, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (iv) the Obligations in accordance with this Agreement and intercompany Indebtedness permitted to be incurred and paid in accordance with the terms of this Agreement and the Intercompany Subordination Agreement, (b) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions, (c) except in connection with a refinancing as expressly permitted by Section 7.1(e)6.1, directly or indirectly, amend, modify, alter, increase, or change in any material respect any of the payment or other material terms or conditions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(bSection 6.1(b) or (c), (f), (g), (i), (j) if or (k) or (ii) any other Material Contract except to the extent that such amendment, modification, alteration, increase increase, or change could not, individually or in the aggregate, reasonably be expected to have an adverse effect on the Lender Group, and (c) directly or indirectly, amend, modify, alter, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse Change, (d) amend, modify or otherwise change its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, except any such amendments, modifications or changes pursuant to this paragraph (d) that, either individually or in the aggregate, could not be reasonably likely to result in a Material Adverse Change, or (e) redeem, defease, purchase, or otherwise acquire any Indebtedness permitted under Section 6.1(k) or make any payment (optional or mandatory, including without limitation, any cash interest payment) on such Indebtedness, provided, that the Parent shall be permitted to (i) make semi-annual cash interest payments in connection with such Indebtedness, so long as (x) no Default or Event of Default exists before or shall have occurred and be continuing immediately after such cash interest payment, and (y) the average amount of Liquidity for the 30 day period prior to any such cash interest payment and the amount of Liquidity immediately after giving effect to any such cash interest payment is not less than $30,000,000, and (ii) take the actions set forth on Schedule 6.7.

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to: (a) except Except in connection with a refinancing permitted by Section 7.1(e7.1(d), prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or any ObligorSubsidiary of Borrower, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (iv) the Obligations in accordance with this Agreement,, and (b) except Except in connection with a refinancing permitted by Section 7.1(e7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b) or (c) if that (i) increases the principal amount of such Indebtedness, (ii) increases the interest rate with respect to such Indebtedness, (iii) increases the frequency or amount or shortens the maturity of any payments of principal or interest thereof, or (iv) makes such amendmentagreement, modificationinstrument, alterationdocument, increase indenture or change could reasonably be expected other writing materially more restrictive on Borrower or any Subsidiary of Borrower or adversely affects in any material respect (x) Borrower's, any Subsidiary of Borrower's, Agent's, or any Lender's rights or interest thereunder or hereunder or under the Loan Documents in any material respect or (y) Borrower's ability to have an adverse effect on fulfill its obligations hereunder or under the Lender Group, andLoan Documents. (c) directly Directly or indirectly, indirectly amend, modify, alter, increase or change any of the terms or conditions of any agreementof the following documents in any manner adverse to Borrower, instrumentany Subsidiary of Borrower, documentAgent or Lenders: (i) that certain Asset Purchase Agreement dated as of April 23, indenture2001 between Orbital Communications, or other writing evidencing or OGLP Acquisition Sub LLC and OGLP Acquisition Sub II Corp., (ii) that certain letter agreement dated December 4, 2001 between Borrower and Boeing, (iii) that certain letter agreement dated as of April 12, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the purchasers and optionholders party thereto concerning Borrower's sale of its stock in XxxXxxxxx, Xxxxxxxxx and Associates Ltd., (iv) that certain Amended and Restated Registration Rights Agreement dated as of May 30, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the Key Leasespurchasers and optionholders party thereto concerning Borrower's sale of its stock in XxxXxxxxx, Xxxxxxxxx and Associates Ltd., and (v) that certain Option and Ancillary Rights Agreement dated as of May 30, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the Tower Leasespurchasers and optionholders party thereto concerning Borrower's sale of its stock in XxxXxxxxx, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse Change.Xxxxxxxxx and Associates Ltd.

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to: (a) except Except in connection with a refinancing Refinancing Indebtedness permitted by Section 7.1(e), 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any ObligorParent or its Subsidiaries, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (ivA) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) optional prepayments or redemptions by a non-Loan Party to a Loan Party of intercompany loans made by a Loan Party to a non-Loan Party, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or (iii) make any payment on account of Indebtedness owing to any Inactive Subsidiary, or (b) except in connection with a refinancing permitted by Section 7.1(e)Directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under Sections 7.1(b) or clauses (c), (f), (h) if and (i) of the definition of Permitted Indebtedness and (D) Indebtedness permitted under clause (l) of the definition of Permitted Indebtedness in connection with Permitted Indenture Amendments, (ii) any Material Contract except (A) to the extent that such amendment, modification, alteration, increase increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders or (B) amendments, modifications or changes to the license agreements set forth on Schedule P-1 in connection with Permitted Dispositions under clause (j) of the definition of Permitted Dispositions, or (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to have an be materially adverse effect on to the Lender Group, and (c) directly or indirectly, amend, modify, alter, or change any interests of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse ChangeLenders.

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to:Except in connection with Refinancing Indebtedness permitted by Section 6.1, (a) except in connection with a refinancing permitted by Section 7.1(e), optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any ObligorCredit Party or any Subsidiary of a Credit Party, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (iv) the Obligations in accordance with this AgreementAgreement and (ii) any payment that is permitted pursuant to paragraph (b) of this Section 6.7, (b) except make any payment on account of Indebtedness (other than (i) certain payments of penalties and fees under the Third Lien Loan Documents and payment of 15% of the Exchange Amount (as defined in connection with the Third Lien Notes as in effect on the date hereof without any amendment or modification thereto), in each case, solely to the extent permitted under, and as described in, Section 9 of the Third Lien Intercreditor Agreement, and (ii) the conversion or exchange of all or a refinancing portion of any Third Lien Note into Parent’s common stock and/or New Securities and the conversion of all or any portion of the New Securities into Parent’s common stock, in each case to the extent provided in the Third Lien Notes and solely to the extent permitted by under, and as described in, Section 7.1(e)9 of the Third Lien Intercreditor Agreement) that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, (c) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b) Section 6.1(c), (d), or (ch), (ii) if any other Material Contract except to the extent that such amendment, modification, alteration, increase increase, or change could not, individually or in the aggregate, reasonably be expected to have an adverse effect on the Lender Group, and (c) directly or indirectly, amend, modify, alter, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse Change, (iii) any Second Lien Loan Documents to the extent such amendment, modification or waiver is prohibited pursuant to the terms of the Second Lien Intercreditor Agreement or (iv) any Third Lien Loan Documents to the extent such amendment, modification or waiver is prohibited pursuant to the terms of the Third Lien Intercreditor Agreement, and (d) make any principal payment on account of the Second Lien Indebtedness (other than principal payments permitted under Section 2.4(d)(iii)); for the avoidance of doubt, Borrowers shall be permitted to make regularly scheduled interest payments on account of the Second Lien Indebtedness.

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to:Except in connection with Refinancing Indebtedness permitted by Section 6.1, (a) except in connection with a refinancing permitted by Section 7.1(e), optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any ObligorBorrower or its Subsidiaries (including Term Loan Indebtedness), other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (iv) the Obligations in accordance with this Agreement or with respect to the Term Loan Indebtedness, as permitted by the Intercreditor Agreement, (b) except make any payment on account of Indebtedness (including the Term Loan Indebtedness) that has been contractually subordinated in connection with a refinancing right of payment if such payment is not permitted by Section 7.1(e)at such time under the subordination terms and conditions, or (c) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness (including the Term Loan Indebtedness) permitted under Sections 7.1(bSection 6.1(b) or (c), or (f), except with respect to the Term Loan Indebtedness, as permitted by the Intercreditor Agreement and except with respect to Indebtedness permitted by Section 6.1(b) if or (c), to the extent such amendment, modification, alteration or change does not (v) increase the principal amount of the Indebtedness, (w) increase the interest rate with respect to the Indebtedness, (x) otherwise impose terms or conditions that, taken as a whole, are materially more burdensome or restrictive to Borrower or any Subsidiary (as applicable), (y) make less restrictive any subordination terms and conditions or (z) extend recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated on the Indebtedness, (ii) the Shareholder Agreement except to the extent that such amendment, modification, alteration, increase increase, or change with respect to this clause (ii) does not affect any provisions with respect to voting or election of directors or officers or could not otherwise, individually or in the aggregate, reasonably be expected to have an adverse effect on result in a Material Adverse Change or could not reasonably be expected to materially and adversely affect the interests of any member of the Lender Group, and or (ciii) directly or indirectlyany other Material Contract without the provision of written notice to Agent, amend, modify, alter, or change any of except to the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably could be expected to result in a Material Adverse Change.

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to:Except in connection with Refinancing Indebtedness permitted by Section 6.1, (a) except in connection with a refinancing permitted by Section 7.1(e), optionally prepay, redeem, defease, purchase, or otherwise acquire any Subordinated Indebtedness or any other Indebtedness of any ObligorLoan Party or any Subsidiary of a Loan Party, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (iv) the Obligations in accordance with this Agreement and intercompany Indebtedness permitted to be incurred and paid in accordance with the terms of this Agreement and the Intercompany Subordination Agreement, (b) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the applicable subordination terms and conditions, (c) except in connection with a refinancing as expressly permitted by Section 7.1(e)6.1, directly or indirectly, amend, modify, alter, increase, or change in any material respect any of the payment or other material terms or conditions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(bSection 6.1(b), (c), (f), (g), (i), (j), (k), (l) or (cm) if or (ii) any other Material Contract except to the extent that such amendment, modification, alteration, increase increase, or change could not, individually or in the aggregate, reasonably be expected to have an adverse effect on the Lender Group, and (c) directly or indirectly, amend, modify, alter, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse Change, (d) amend, modify or otherwise change its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, except any such amendments, modifications or changes pursuant to this paragraph (d) that, either individually or in the aggregate, could not be reasonably likely to result in a Material Adverse Change, or (e) redeem, defease, purchase, or otherwise acquire any Indebtedness permitted under Section 6.1(k) or make any payment (optional or mandatory, including without limitation, any cash interest payment) on such Indebtedness, provided, that the Parent shall be permitted to (i) make semi-annual cash interest payments in connection with such Indebtedness, so long as (x) no Default or Event of Default exists before or shall have occurred and be continuing immediately after such cash interest payment, and (y) the average amount of Liquidity for the 30 day period prior to any such cash interest payment and the amount of Liquidity immediately after giving effect to any such cash interest payment is not less than $30,000,000, (ii) take the actions set forth on Schedule 6.7, and (iii) redeem any Indebtedness permitted under Section 6.1(k) so long as (x) immediately before and after such redemption, no Event of Default shall have occurred and be continuing, (y) for the 90 day period prior to the date of such redemption, (1) no Advances are outstanding at any time, and (2) the amount of unrestricted cash of the Loan Parties located in the United States, Canada, the United Kingdom, the countries comprising the European Union and Switzerland is not less than the sum of (A) the outstanding unpaid principal of, and accrued interest on, such Indebtedness to be redeemed, (B) $30,000,000 and (C) 105% of the then existing Letter of Credit Usage; provided, that at least 2/3 of such unrestricted cash must be Qualified Cash, and (z) on the date of such redemption, Agent shall have received a certificate of the chief financial officer of Parent certifying as to the matters set forth in clauses (iii)(x) and (y) above.

Prepayments and Amendments. Borrower Each Loan Party will not, and will not permit any of the other Obligors its Subsidiaries to:, (a) except Except in connection with a refinancing Refinancing Indebtedness permitted by Section 7.1(e), 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any ObligorParent or its Subsidiaries, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (ivA) the Obligations in accordance with this Agreement,, (B) Permitted Intercompany Advances, and (C) any Permitted Indebtedness that is not Subordinated Indebtedness, or (ii) make any payment on account of Subordinated Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or (b) except in connection with a refinancing permitted by Section 7.1(e)Directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Sections 7.1(b) or clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if any such the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) amend, modify, cancel or terminate or permit the amendment, modification, alteration, increase cancellation or change termination of any of the Material Contracts if the same could reasonably be expected to have an adverse effect on the Lender Group, and (c) directly or indirectly, amend, modify, alter, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse ChangeEffect.

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to: (a) except Except in connection with a refinancing permitted by Section 7.1(e7.1(d), prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any ObligorBorrower, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (iv) the Obligations in accordance with this Agreement,, (ii) the First Lien Obligations in accordance with the First Lien Loan Documents and the Intercreditor Agreement, (iii) the Existing Subordinated Debt on the Existing Subordinated Debt Discharge Date in accordance with the terms hereof and the Existing Indenture, and (iv) Indebtedness under Permitted Affiliate Transactions to the extent the repayment thereof is permitted by the Intercompany Subordination Agreement, and (b) except Except in connection with a refinancing permitted by Section 7.1(e7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Existing Subordinated Debt or any Indebtedness permitted under Sections 7.1(b) or (c) if any such amendment, modification, alteration, increase or change could reasonably be expected to have an adverse effect on the Lender Group, and) (c) directly Directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreementFirst Lien Loan Documents, instrumentexcept to the extent permitted under the Intercreditor Agreement; provided, documentthat, indenture, or other writing evidencing or concerning in the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of event any such amendment, modification, alteration, modification or change reasonably could be expected results in the addition of any event of default, representation, warranty or any covenant with respect to result in the First Lien Obligations or modifies any existing event of default, representation, warranty or covenant which would have the effect of making such event of default, representation, warranty or covenant more restrictive as to Borrowers or any of them, then, upon request by Agent, Borrowers shall effect a Material Adverse Changesimilar amendment or modification to the applicable Loan Document provided that any “cushion” between the First Lien Debt Documents and the Loan Documents is maintained).

Prepayments and Amendments. (a) Except in connection with Permitted Refinancing Indebtedness permitted by Section 10.1, the Borrower will not, and will not permit any of the other Obligors its Subsidiaries to: (ai) except in connection with a refinancing permitted by Section 7.1(e), optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness Junior Financing of any ObligorCredit Party or any of its Subsidiaries, other than (iA) Permitted Purchase Money with amounts applied to such use under the Available Amount Basket or (B) with the proceeds of the substantially concurrent sale or issuance of Qualified Equity Interests of the Borrower (including the conversion of convertible Indebtedness if of the Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect theretoand its Subsidiaries into Qualified Equity Interests of the Borrower), or (ii) Permitted Purchase Money make any payment on account of Indebtedness that is secured by the assets that are the subject has been contractually subordinated in right of a Permitted Disposition and that is required payment to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (iv) the Obligations in accordance with this Agreement,if such payment is not permitted at such time under the subordination terms and conditions, and (b) except in connection with a refinancing permitted by Section 7.1(e)The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of provisions of: (i) except in connection with Permitted Refinancing Indebtedness permitted by Section 10.1, any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b) or (c) if any Junior Financing, except to the extent that such amendment, modification, alteration, increase or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, (ii) any Revolving Indebtedness Document or any documentation relating to any Credit Agreement Refinancing Indebtedness, except to the extent permitted by the Intercreditor Agreement (or other applicable intercreditor agreement), or (iii) the Organizational Documents of any Credit Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to have an be materially adverse effect on to the Lender Group, and (c) directly or indirectly, amend, modify, alter, or change any interests of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse ChangeLenders.

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to: (a) except in connection with a refinancing permitted by Section 7.1(e), prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Obligor, other than Except (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect theretoas set forth on Schedule 7.8, (ii) Permitted Purchase Money Indebtedness that is secured by as specifically permitted under the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such dispositionInterim Order, (iii) Indebtedness assumed for payments disclosed in the Budget, to the extent permitted by the Court, (iv) other payments either permitted by the Court after notice and a hearing, or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required consented to be prepaid as a result of a Permitted Disposition or Permitted Swap of by the subject StationRequired Lenders, or (ivv) for the Pre-Relief Date Obligations in accordance and the Obligations, make any payment (whether for principal, interest, fees or otherwise) or transfer with this Agreement,respect to any Pre-Relief Date Lien or Pre-Relief Date Indebtedness or other claim arising prior to the Relief Date (including, without limitation, any guaranty of Parent of Securitization Transactions), whether by way of "adequate protection" under the Bankruptcy Code or otherwise. (b) except in connection with a refinancing permitted by Section 7.1(e)Directly or indirectly, amend, modify, alter, increase, waive any of its material rights under, or change any of the terms or conditions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted incurred after the Relief Date, (ii) any intercompany note delivered to Agent in connection with any Loan Document, (iii) the Governing Documents of Parent or any of its Subsidiaries including, without limitation, OAC LLC and OCC, in any manner which would adversely affect Agent or Lender Group or Borrowers' or any Subsidiary's ability to perform its obligations under Sections 7.1(bthe Loan Documents or restrict the ability of such Borrower or Subsidiary to grant Liens on its assets or restrict or prohibit the pledge of the Stock of such Borrower or Subsidiary, and (iv) the Subservicing Agreement or (c) if any such amendment, modification, alteration, increase or change could reasonably be expected Borrower's credit and collection policy in connection with sales to have an adverse Dealers as in effect on the Lender GroupClosing Date, and (c) directly in each case without obtaining written consent from Agent to such amendment or indirectly, amend, modify, alter, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse Changewaiver.

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to, and ACME Parent will not, and will not permit any of its Subsidiaries to: (a) except in connection with a refinancing permitted by Section 7.1(e), prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of ACME Parent or any Obligorof its Subsidiaries, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition Acquisition, a Permitted Joint Venture Acquisition, or a Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, (iv) prepayments of the Term Loan Indebtedness in accordance with Section 2.2, or as permitted herein on the Third Restatement Closing Date with the proceeds of the Term Loan Prepayment Advance or (ivv) the Obligations in accordance with this Agreement, (b) except in connection with a refinancing permitted by Section 7.1(e), amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections Section 7.1(b) or (c) if any such amendment, modification, alteration, increase or change could reasonably be expected to have an adverse effect on the Lender Group, and, (c) directly or indirectly, amend, modify, alter, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse Change, or (d) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of the Term Loan Documents other than as permitted under the Intercreditor Agreement.

Prepayments and Amendments. Borrower Each Loan Party will not, and will not permit any of the other Obligors its Subsidiaries to:, (a) except Except in connection with a refinancing Refinancing Indebtedness permitted by Section 7.1(e), 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any ObligorLoan Party or its Subsidiaries, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (ivA) the Obligations in accordance with this Agreement,, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) with respect to Bank Product Obligations, or (E) the Existing Xxxxx Facility and Indebtedness permitted pursuant to clause (aa) of the definition of “Permitted Indebtedness”, or (ii) make any payment on account of Subordinated Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or (b) except in connection with a refinancing permitted by Section 7.1(e)Directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) the Existing Xxxxx Facility in accordance with the Intercreditor Agreement, (C) Hedge Obligations, (D) Permitted Intercompany Advances, and (E) Indebtedness permitted under Sections 7.1(b) or clauses (c), (h), (j) if and (k) of the definition of Permitted Indebtedness and any Refinancing Indebtedness with respect thereto, except to the extent that such amendment, modification, alteration, increase or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender, (ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Lender, (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to have an be materially adverse effect on to the Lender Groupinterests of Lender, andor (civ) directly or indirectly, amend, modify, alter, or change any if required pursuant to Section 3.1 of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key LeasesIntercreditor Agreement, the Tower Leases, or provisions of the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could Existing Xxxxx Facility may not be expected to result in a Material Adverse Changeamended without Lender’s prior approval.

Prepayments and Amendments. Each Borrower will not, and will not permit any of the other Obligors its Subsidiaries to:, (a) except Except in connection with a refinancing Refinancing Indebtedness permitted by Section 7.1(e)6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire the Term Debt, the Senior Note Indebtedness, the Preferred Equity, or the Seller Debt, (ii) optionally prepay, redeem, defease, purchase, or otherwise acquire any other Indebtedness of any ObligorBorrower or its Subsidiaries, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (ivA) the Obligations in accordance with this Agreement,, and (B) Permitted Intercompany Advances; or (iii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or (b) except in connection with a refinancing permitted by Section 7.1(e)Directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of provisions of (i) The Term Debt Documents to the extent that such amendment, modification, or change constitutes a Prohibited Term Debt Document Amendment, (ii) The Senior Note Documents to the extent that such amendment, modification, or change constitutes a Prohibited Senior Notes Amendment, (iii) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that is not already referenced in clauses (i) or (ii) above other than (A) the Obligations in accordance with this Agreement, and (B) Indebtedness permitted under Sections 7.1(bclauses (c), (g), (h), (i), (j), (k) and (o) of the definition of Permitted Indebtedness, (iv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, or (v) any Material Contract that is not already referenced in clause (i), (ii), or (ciii) if any above, except to the extent that such amendment, modification, alteration, increase or change could not, individually or in the aggregate, reasonably be expected to have an be materially adverse effect on to the Lender Group, and (c) directly or indirectly, amend, modify, alter, or change any interests of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse ChangeLenders.

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors its Subsidiaries to:, (a) except Except in connection with a refinancing Refinancing Indebtedness permitted by Section 7.1(e), 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any ObligorBorrower or its Subsidiaries, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (ivA) the Obligations in accordance with this Agreement,, (B) Permitted Intercompany Advances and Permitted RF2M UK Intercompany Loans, and (C) prepayments of Indebtedness in connection with the sale, transfer or other disposition of the Equity Interests of, or all or substantially all of the assets of (or any division or line of business of), a Subsidiary in a Permitted Disposition; provided, that the principal aggregate amount of all Indebtedness prepaid pursuant to this clause (C) shall not exceed $3,000,000, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or (b) except in connection with a refinancing permitted by Section 7.1(e)Directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of provisions of (i) (A) except as permitted by the Intercreditor Agreement, the Revolving Credit Agreement or (B) any other agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(bother than (x) the Obligations in accordance with this Agreement, (y) Permitted Intercompany Advances, and (z) Permitted Indebtedness to the extent that such amendment, modification or change does not affect the status of such Indebtedness as Permitted Indebtedness and is not materially adverse to the Lenders; (cii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders; or (iii) any Material Contract except to the extent that such amendment, modification, alteration, increase or change could not, individually or in the aggregate, reasonably be expected to have an be materially adverse effect on to the Lender Group, and (c) directly or indirectly, amend, modify, alter, or change any interests of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse ChangeLenders.

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to: (a) except Except in connection with a refinancing permitted by Section 7.1(e7.1(h), prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any ObligorCompany, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (iv) the Obligations in accordance with this Agreement and intercompany Indebtedness incurred in accordance with the terms hereof to the extent permitted under the Intercompany Subordination Agreement,. (b) except Except in connection with a refinancing permitted by Section 7.1(e7.1(h), directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b) or (c) if ), except for any such amendment, modification, alteration, increase or change amendments made when no Event of Default exists and that could not reasonably be expected to have an adverse effect (i) adversely affect the Lender Group with respect to the repayment of the Obligations or the Lien on the Collateral in favor of Agent or the rights or remedies of the Lender Group, andGroup under any Loan Document or (ii) result in a Material Adverse Change. (c) directly or indirectly, amendAmend, modify, alter, alter or change any of the terms or conditions of any agreementof the Acquisition Documents, instrument, document, indenturethe IP SPV LLC Agreement or the Tax Sharing Agreement, or other writing evidencing consent to or concerning approve of any action requiring the Key Leasesconsent or approval of the "special manager" under and as defined in the IP SPV LLC Agreement, the Tower Leases, or the Affiliation Agreements, if the affect except for any such amendments made when no Event of such amendment, modification, alteration, or change Default exists and that could not reasonably could be expected to (i) adversely affect the Lender Group with respect to the repayment of the Obligations or the Lien on the Collateral in favor of Agent or the rights or remedies of the Lender Group under any Loan Document, or (ii) result in a Material Adverse Change; provided, that at no time shall any Company agree to amend, modify, alter or change any of the terms of Section 7 or 9(h) of the IP SPV LLC Agreement Section 1, 5, 6, 13, 14 or 15 of the Trademark License Agreement.

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to: (a) except in connection with a refinancing permitted by Section 7.1(e), prepayPrepay, redeem, retire, defease, purchase, or otherwise acquire any Indebtedness of any ObligorBorrower or its Restricted Subsidiaries owing to any third Person, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (iv) the Obligations in accordance with this Agreement, ; except: (bi) except in connection with a refinancing permitted by clause (i) of the definition of Permitted Indebtedness, (ii) as may be necessary to comply with mandatory provisions of Applicable Gaming Laws (including a Required Regulatory Redemption in accordance with Section 7.1(e3.8 of the Indenture), and (iii) the repurchase of Notes in accordance with Section 7.4(b)(iv)(D); and (b) Except as may be necessary to comply with mandatory provisions of Applicable Gaming Laws, directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of (i) any Senior Note Document, provided, however, that additional Notes may be issued pursuant to the terms thereof to the extent the Indebtedness evidenced by such Notes is permitted hereunder and under the Applicable Gaming Laws, (ii) the Operating Agreement, (iii) the Management Agreement, or (iv) any agreement, instrument, document, indenture, or other writing evidencing or concerning (A) Indebtedness permitted under Sections 7.1(bclause (e) of the definition of "Permitted Indebtedness", or (cB) if any such amendment, modification, alteration, increase or change could reasonably be expected to have an adverse effect on the Lender Group, and Indebtedness refinanced in accordance with clause (ci) directly or indirectly, amend, modify, alter, or change any of the terms or conditions definition of "Permitted Indebtedness" in respect of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under clause (e) of the Key Leases, the Tower Leases, or the Affiliation Agreementsdefinition of "Permitted Indebtedness", if the affect effect of such amendment, modification, alteration, or change reasonably could be expected to result would materially increase the obligations of Borrowers or their Restricted Subsidiaries or confer additional material rights on the holder of such Indebtedness in a Material Adverse Changemanner adverse to Borrowers, their Restricted Subsidiaries, or Agent.

Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to: (a) except Except in connection with a refinancing Refinancing Indebtedness permitted by Section 7.1(e), 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any ObligorParent or its Subsidiaries, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (ivA) the Obligations in accordance with this Agreement,, and (B) Permitted Intercompany Advances so long as such prepayment, redemption, defeasance or purchase is permitted under the terms of the Intercompany Subordination Agreement, or (ii) other than Permitted Junior Payments, make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or (b) except in connection with a refinancing permitted by Section 7.1(e)Directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under Sections 7.1(b) or clauses (c), (h), (j) if and (k) of the definition of Permitted Indebtedness, (ii) any Material Contract except to the extent that such amendment, modification, alteration, increase or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of Parent or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to have an be materially adverse effect on to the Lender Group, and (c) directly or indirectly, amend, modify, alter, or change any interests of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse ChangeLenders.