Common use of Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc Clause in Contracts

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund or similar payment with respect to Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtedness; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement in any manner that is adverse in any material respect to the interests of the Lenders; or (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (i) Amend or permit any payment amendments to the Organizational Documents of any Loan Party or prepayment any Subsidiary of any Loan Party; or (ii) amend or permit any amendments to, or terminate or waive any provision of, any Material Agreement or any Indebtedness of any Loan Party or any Subsidiary of any Loan Party (including the Second Lien Loan Documents) if such amendment, termination, or waiver could reasonably be expected to be materially adverse to Agents or the Lenders; provided, that the Second Lien Loan Documents may be amended to the extent expressly permitted by the terms of the Intercreditor Agreement. (b) Directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or interest on, or redemption, purchase, retirement or defeasance (including other amount payable in substance or legal defeasance), sinking fund or similar payment with respect to Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtedness; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement Indebtedness prior to its scheduled maturity in any manner that is adverse an amount in any material respect to the interests excess of the Lenders; or (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined $5,000,000 in the Security Agreement) as a “security” under Section 8-103 of aggregate during the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision term of this Agreement, other than (i) the Obligations, (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 6.05 or Section 6.06 and may amend or modify its Organizational Documents to authorize (iii) in connection with any such Equity Interestsrefinancing of Indebtedness permitted under Section 6.01(h); provided, however, that notwithstanding the foregoing, except as expressly provided in the Intercreditor Agreement, in no event shall any payments be made in respect of any Indebtedness under any Second Lien Loan Document.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to event of, any Indebtedness outstanding under any Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtedness, except as otherwise permitted by an Intercompany Note or this Agreement; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement document governing (i) any Indebtedness incurred under Section 6.01(k) in any manner that that, taken together with any other amendments or modifications of such Indebtedness, is adverse to the interests of the Lenders, without the written consent of the Administrative Agent or (ii) any Material Indebtedness in any material respect manner that, taken together with any other amendments or modifications of such Material Indebtedness, is materially adverse to the interests of the Lenders; or (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not materially adverse in any material respect to the interests of the Lenders; provided that Borrower may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if anychange of control or similar event of, any Indebtedness outstanding under any Subordinated Indebtedness, except as otherwise permitted by this Agreement, or interest onany Second Lien Loans, or redemption, purchase, retirement or defeasance (including in substance or legal defeasanceexcept as otherwise permitted by Section 6.01(b), sinking fund or similar payment with respect to Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtedness; (b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document, any Consent Document or any document governing any Material Agreement Indebtedness (other than any Second Lien Loan Document, which may be amended or modified in accordance with the Intercreditor Agreement) in any manner that is adverse in any material respect to the interests of the Lenders; or (c) (I) terminate, amend or modify (A) any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC or equivalent section of other applicable personal property security legislation other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or (B) any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or (II) enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to event of, any Subordinated Indebtedness, except as otherwise permitted by this Agreement; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtedness;and (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement in any manner that is adverse in any material respect to the interests of the Lenders; or (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in securities pledged under the Security Agreement) Agreement or any other Collateral Document as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities pledged securities to the Collateral Administrative Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that the Borrower may (i) issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity InterestsInterests and (ii) amend or extend the Stockholder Rights Agreement dated August 14, 2009 between the Borrower and American Stock Transfer & Trust Company, LLC, as Rights Agent, or enter into any other document, agreement or instrument with a similar purpose or effect as such Shareholders Rights Agreement, so long as such amendment or extension does not materially change the terms of such Shareholders Rights Agreement or, if such amendment or extension involves a material change in such terms, such amendment or extension would not be materially disadvantageous to Lenders; provided, however, that the Borrower may redeem or repurchase any Convertible Notes or any Replacement Note Indebtedness, including pursuant to one or more open-market purchases so long as after giving effect to such repurchase no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar event of, any Indebtedness outstanding under the Senior Notes unless (i) the Administrative Borrower shall have given the Administrative Agents five (5) Business Day's prior written notice of its intention to make such payment with respect to Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments or prepayment, which notice shall specify the amount of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable such payment or prepayment, (ii) no Triggering Event has occurred and is continuing and (ii) Excess Availability, after giving effect to such Permitted Subordinated Indebtednesspayment or prepayment, shall be greater than $90 million; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement Transaction Document in any manner that is adverse in any material respect to the interests of the Lenders; or (c) terminate, amend or amend, modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election electing to treat any Pledged Securities Interests (as defined in the Security Agreement) as a “"security” " under Section 8-103 of the UCC other than concurrently with or under the delivery PPSA) or change any of certificates representing such Pledged Securities to its Organizational Documents (including by the Collateral Agentfiling or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ ' agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments amendments, modifications or modifications changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to event of, any Indebtedness outstanding under any Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtedness, except as otherwise permitted by this Agreement; (b) amend or modify, or permit the amendment or modification of, any provision of any Loan Document, any document governing any Material Agreement Indebtedness in any manner that is adverse in any material respect to the interests of the Lenders; or; (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower AGS Capital may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to event of, any Indebtedness outstanding under any Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtedness, except as otherwise permitted by this Agreement; (b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document or any document governing any Material Agreement Indebtedness in any manner that is adverse in any material respect to the interests of the Lenders; or (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to event of, any Indebtedness outstanding under the Senior Subordinated Notes or any other Subordinated Indebtedness; provided that Borrower may make regularly scheduled , except for payments of interest on Permitted Subordinated Indebtedness at under the non-default rate of interest applicable to such Permitted Subordinated IndebtednessIntercompany Notes or as otherwise permitted by this Agreement; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement Acquisition Document or Senior Subordinated Note Document in any manner that is materially adverse in any material respect to the interests of the Lenders; or; (c) terminate, amend amend, modify or modify change any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the applicable Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments amendments, modifications or modifications changes or such new agreements which are required by any Requirement of Law or are not materially adverse in any material respect to the interests of the Lenders; provided that US Borrower may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests; or (d) cause or permit any other obligation (other than the Secured Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents).

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments event of, any Indebtedness outstanding under the Senior Notes or the Permitted Leasehold Facility without the consent of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated IndebtednessAdministrative Agents; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement Loan Document, Senior Note or the Permitted Leasehold Facility in any manner that is adverse in any material respect to the interests of the Lenders; or; (c) terminate, amend or amend, modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election electing to treat any Pledged Securities Interests (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with or under the delivery PPSA) or change any of certificates representing such Pledged Securities to its Organizational Documents (including by the Collateral Agentfiling or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments amendments, modifications or modifications changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests; or (d) change, waive or otherwise modify any existing agency documents or purchase agreements executed on and after the Petition Date in connection with the Permitted Store Closings. In addition, notwithstanding anything to the contrary in this Section 6, the Borrowers shall not make any payment on account of, purchase, defease, redeem, repay decrease or otherwise acquire or return for value any Pre-Petition Indebtedness other than, prior to the occurrence and during the continuance of any Event of Default, payment of the following as contemplated in the Budget: (1) Pre-Petition employee wages, benefits and related employee taxes as of the Petition Date; (2) Pre-Petition sales, use and real property taxes; (3) Pre-Petition amounts due in respect of insurance financings; (4) amounts approved in accordance with other “first day orders” satisfactory to the US Administrative Agent; and (5) cure amounts acceptable to the US Administrative Agent under leases and executory contracts assumed with the approval of the U.S. Bankruptcy Court.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (ai) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to event of, any Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtedness, except as otherwise permitted by this Agreement or except as otherwise permitted by Section 8.2(a)(iii); (bii) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement Transaction Document or Related Transaction Document (other than the Senior Documents) in any manner that is adverse in any material respect to the interests of the LendersPurchasers or any Subordinated Indebtedness if the effect of such amendment or modification is to increase the interest rate on such Subordinated Indebtedness, change (to earlier dates) and dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof or change the subordination provisions of such Subordinated Indebtedness (or any guaranty thereof); or (ciii) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement) (collectively, the “Equity Agreements”), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lendersany Purchaser; provided that Borrower Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 8.2(l) or any other provision of this Agreement, and may amend or modify its Organizational Documents or other Equity Agreements to authorize any such Equity Interests.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment event of, any Second Lien Obligations (other than prepayments in accordance with respect to Section 2.10(h) or refinancings thereof permitted by Section 6.01(a)(ii)) or any Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtedness, except as otherwise permitted by this Agreement; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement (i) Transaction Document in any manner that is adverse in any material respect to the interests of the LendersLenders or (ii) Second Lien Loan Document, except in accordance with Section 6.01(a)(ii) and the Intercreditor Agreement; or (c) terminate, amend or amend, modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election electing to treat any Pledged Securities Interests (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with UCC) or change any of its Organizational Documents (including by the delivery filing or modification of certificates representing such Pledged Securities to the Collateral Agentany certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments amendments, modifications or modifications changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower Window Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly None of Parent or any of its Subsidiaries shall directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to Subordinated event of, any Indebtedness, except as otherwise permitted by this Agreement; provided that Borrower so long as no Event of Default shall have occurred and be continuing (or would result therefrom), the Excess Cash Flow Offer may make regularly scheduled payments be made in accordance with the terms of interest the Senior Secured Notes Indenture as in effect on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated IndebtednessEffective Date; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement the Senior Secured Notes Indenture in any manner that is adverse in any material respect to the interests of the Lenders; or (c) terminate, amend amend, modify or modify change any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agentdesignation) or any agreement to which it is a party with respect to its Equity Interests Capital Stock (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity InterestsCapital Stock, other than any such amendments amendments, modifications or modifications changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower Parent may issue such Equity InterestsCapital Stock, so long as such issuance is not prohibited by Section 6.13 9.10 or any other provision of this the Financing Agreement, and may amend or modify its Organizational Documents to authorize any such Equity InterestsCapital Stock.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted event of, any Subordinated Indebtedness; (b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document or any document governing any Material Agreement Indebtedness in any manner that is adverse in any material respect to the interests of the LendersNoteholders; or (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the LendersNoteholders; provided that Borrower Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 7.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar event of, any Indebtedness outstanding under the Senior Notes unless (i) the Administrative Borrower shall have given the Administrative Agents five (5) Business Day’s prior written notice of its intention to make such payment with respect to Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments or prepayment, which notice shall specify the amount of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable such payment or prepayment, (ii) no Triggering Event has occurred and is continuing and (ii) Excess Availability, after giving effect to such Permitted Subordinated Indebtednesspayment or prepayment, shall be greater than $90 million; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement Transaction Document in any manner that is adverse in any material respect to the interests of the Lenders; or (c) terminate, amend or amend, modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election electing to treat any Pledged Securities Interests (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with or under the delivery PPSA) or change any of certificates representing such Pledged Securities to its Organizational Documents (including by the Collateral Agentfiling or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments amendments, modifications or modifications changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to event of, any Indebtedness outstanding under the Senior Notes or any other Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtedness, except as otherwise permitted by this Agreement; (b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document or any document governing any Material Agreement Indebtedness in any manner that is adverse in any material respect to the interests of the Lenders; or; (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” security under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ stockholders agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests; or (d) cause or permit any other obligation (other than the Secured Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Note Documents).

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any payment or prepayment of principal of, premium, if anyinterest (including default interest) on or redemption or acquisition for value of, or interest onany prepayment or redemption as a result of any asset sale, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to event of, any Indebtedness outstanding under any Subordinated Indebtedness; provided that Borrower may make regularly scheduled Indebtedness or under the ICFL Loan Agreement, except (i) payments expressly permitted by, in the case of the Senior Subordinated Notes, the subordination provisions therein, including the subordination provisions of the Talisman Subordination Agreement and the subordination provisions in Section 7.04, (ii) accrued interest on Permitted Subordinated any Indebtedness at outstanding under the non-default rate ICFL Loan Agreement, (iii) a refinancing permitted by Section 6.01(b) and (iv) any payment to the extent made with Qualified Capital Stock of interest applicable to such Permitted Subordinated IndebtednessBorrower; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement Loan Document or any document governing any Subordinated Indebtedness in any manner that is adverse in any material respect to the interests of the Lenders; or (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agentdesignation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower any Loan Party may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if anychange of control or similar event of, any Indebtedness outstanding under the Bridge Loans, any Indebtedness constituting a Permanent Financing or interest on, any other subordinated Indebtedness or redemption, purchase, retirement or defeasance repayment of Bridge Loans prior to the Final Maturity Date (including as defined in substance or legal defeasancethe Bridge Loan Documents), sinking fund except the prepayment or similar payment with respect repayment of the Bridge Loans pursuant to Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtednessa Permanent Financing; (b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document or any document governing any Material Agreement Indebtedness (other than any Revolving Credit Document, which may be amended or modified in accordance with the Intercreditor Agreement) in any manner that is adverse in any material respect to the interests of the Lenders; orand (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Pledge and Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests Capital Stock (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity InterestsCapital Stock, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the LendersLenders and terminations, amendments or modifications of Organizational Documents in connection with transactions permitted by Section 6.8(a); provided that the Borrower may issue such Equity InterestsCapital Stock, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity InterestsCapital Stock.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if anychange of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes or interest onany other Subordinated Indebtedness, or redemption, purchase, retirement or defeasance except for repurchases by US Borrower of Senior Subordinated Notes after the Restatement Date in an aggregate amount not to exceed $25,000,000 (including in substance or legal defeasancedetermined by reference to the consideration paid and not the principal amount of the repurchased Senior Subordinated Notes), sinking fund payments under the Intercompany Notes or similar payment with respect to Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtednessas otherwise permitted by this Agreement; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement Acquisition Document or Senior Subordinated Note Document in any manner that is materially adverse in any material respect to the interests of the Lenders; or; (c) terminate, amend amend, modify or modify change any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the applicable Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments amendments, modifications or modifications changes or such new agreements which are required by any Requirement of Law or are not materially adverse in any material respect to the interests of the Lenders; provided that US Borrower may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests; or (d) cause or permit any other obligation (other than the Secured Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents).

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to event of, any Indebtedness outstanding under the Senior Notes or any other Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtedness, except as otherwise permitted by this Agreement; (b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document or any document governing any Material Agreement Indebtedness in any manner that is adverse in any material respect to the interests of the Lenders; or; (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests; or (d) cause or permit any other obligation (other than the Secured Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Note Documents).

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar event of, any Indebtedness outstanding under the Senior Notes unless (i) the Administrative Borrower shall have given the Administrative Agents five (5) Business Day’s prior written notice of its intention to make such payment with respect to Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments or prepayment, which notice shall specify the amount of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable such payment or prepayment, (ii) no Triggering Event has occurred and is continuing and (ii) Excess Availability, after giving effect to such Permitted Subordinated Indebtednesspayment or prepayment, shall be greater than $90 million; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement Loan Document or Senior Note in any manner that is adverse in any material respect to the interests of the Lenders; or (c) terminate, amend or amend, modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election electing to treat any Pledged Securities Interests (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with or under the delivery PPSA) or change any of certificates representing such Pledged Securities to its Organizational Documents (including by the Collateral Agentfiling or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments amendments, modifications or modifications changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if anychange of control or similar event of, any Indebtedness outstanding under the Bridge Loans, any Indebtedness constituting a Permanent Financing or interest on, any other subordinated Indebtedness or redemption, purchase, retirement or defeasance repayment of Bridge Loans prior to the Final Maturity Date (including as defined in substance or legal defeasancethe Bridge Loan Documents), sinking fund except the prepayment or similar payment with respect repayment of the Bridge Loans pursuant to Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtednessa Permanent Financing; (b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document or any document governing any Material Agreement Indebtedness (other than any Term Loan Credit Document, which may be amended or modified in accordance with the Intercreditor Agreement) in any manner that is adverse in any material respect to the interests of the Lenders; orand (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Pledge and Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests Capital Stock (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity InterestsCapital Stock, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the LendersLenders and terminations, amendments or modifications of Organizational Documents in connection with transactions permitted by Section 6.8(a); provided that the Borrower may issue such Equity InterestsCapital Stock, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity InterestsCapital Stock.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if anychange of control or similar event of, any Indebtedness outstanding under any of the Debentures or interest on, or redemption, purchase, retirement or defeasance any other Subordinated Indebtedness (including in substance or legal defeasanceany Structured Securities), sinking fund except as (i) otherwise permitted by this Agreement or similar payment with respect (ii) at any time, so long as no Event of Default shall have occurred and be continuing or would result therefrom, payments, prepayments, redemptions and acquisitions in an aggregate amount not to Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness exceed the Available Amount at the non-default rate of interest applicable such time minus any amounts expended pursuant to Section 6.04(r), 6.07(e) or 6.08(f) at such Permitted Subordinated Indebtednesstime; (b) amend or modify, or permit the amendment or modification of, any provision of the Debentures any Material Agreement other Subordinated Indebtedness or any document governing any Debentures or any other Subordinated Indebtedness in any manner that is adverse in any material respect to the interests of the Lenders; or (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower (i) Parent may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 6.12 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity InterestsInterests and (ii) the Organizational Documents of a Subsidiary of Parent may be terminated in connection with a merger or consolidation permitted under Section 6.05.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to event of, any Indebtedness outstanding under the Senior Subordinated Notes or any other Subordinated Indebtedness; , except (i) in connection with a refinancing expressly permitted by Section 6.01(b) or (ii) provided that no Event of Default shall then exist and be continuing, in connection with a repurchase of Senior Subordinated Notes by Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable in an aggregate principal amount not to such Permitted Subordinated Indebtednessexceed $25.0 million; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement Transaction Document in any manner that is adverse in any material respect to the interests of the Lenders; or; (c) terminate, amend or amend, modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election electing to treat any Pledged Securities Interests (as defined in the Security AgreementPledge Agreements) as a “security” under Section 8-103 of the UCC other than concurrently with UCC) or change any of its Organizational Documents (including by the delivery filing or modification of certificates representing such Pledged Securities to the Collateral Agentany certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments amendments, modifications or modifications changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests; or (d) cause or permit any other obligation (other than the Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents).

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to event of, any Indebtedness outstanding under the Permitted Subordinated Notes or any other Subordinated Indebtedness, except (i) Permitted Refinancings thereof otherwise permitted by Section 6.01 and (ii) repurchases, redemptions, defeasance or other acquisitions for value of Permitted Subordinated Notes in an aggregate amount not to exceed the Available Basket Amount at the time of such repurchase (and any such purchase shall reduce the Available Basket Amount); provided that Borrower may make regularly scheduled payments no Default or Event of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated IndebtednessDefault shall have occurred and be continuing or would result therefrom; (b) amend or modify, or permit the amendment or modification of, (i) any provision of document governing any Material Agreement Indebtedness or (ii) the Master Intercompany Agreement, in each case in any manner that is adverse in any material respect to the interests of the LendersLenders (as determined in good faith by the Board of Directors of Holdings), except, in the case of subclause (i) of this clause (b), for Permitted Refinancings thereof otherwise permitted by Section 6.01; or (c) with respect to any Loan Party, terminate, amend or modify any of its Organizational Documents (including (xi) by the filing or modification of any certificate of designation and (yii) any election to treat any Pledged Securities Collateral (as defined in the U.S. Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities Collateral to the Collateral Security Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to event of, any Indebtedness outstanding under the Senior Secured Notes, the Senior Subordinated Notes or any other Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtedness, except as otherwise permitted by this Agreement; (b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement Transaction Document in any manner that is adverse in any material respect to the interests of the Lenders; or; (c) terminate, amend or amend, modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election electing to treat any Pledged Securities Interests (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with UCC) or change any of its Organizational Documents (including by the delivery filing or modification of certificates representing such Pledged Securities to the Collateral Agentany certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments amendments, modifications or modifications changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests; (d) cause or permit any other obligation (other than the Secured Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents).

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment of principal on or redemption or acquisition for value of, premiumor any prepayment or redemption as a result of any asset sale, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund change of control or similar payment with respect to event of, any Indebtedness outstanding under the Senior Second Lien Notes or any Subordinated Indebtedness, in each case except as otherwise permitted by this Agreement; provided provided, that Parent Borrower may make regularly scheduled payments prepay, redeem or otherwise acquire the Senior Second Lien Notes if, after giving effect to each such prepayment, redemption or other acquisition, there shall be Excess Availability of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtednessleast $20,000,000; (b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document, any document governing any Material Indebtedness (other than any Senior Second Lien Note Document, which may be amended or modified in accordance with the Intercreditor Agreement) or the Consignment Agreement (except to the extent permitted by the Metals Intercreditor Agreement), in each case in any manner that is adverse in any material respect to the interests of the Lenders; or (c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 6.12 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.