Common use of Prepayments and Amendments Clause in Contracts

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1,6.1 or in connection with a repayment of the ▇▇▇▇▇▇▇ Capital Facility from the proceeds of an issuance of Equity Interests in the Administrative Borrower; (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1,; (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, and (C) the First Lien Priority Debt in accordance with the terms and conditions of the First Lien Documents and the Intercreditor Agreement, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, , (iiD) any Material Contract except to the extent that such amendment, modification, or change could not, individually or First Lien Debt in accordance with the aggregate, reasonably be expected to be materially adverse to the interests terms and conditions of the LendersFirst Lien Documents and the Intercreditor Agreement, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, , (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Hedge Obligations, or (C) to the extent not otherwise prohibited by the Intercompany Subordination Agreement, Permitted Intercompany Advances, or 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 or (b) Directly or indirectly, amend, modify, or change any of the terms or 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) Hedge Obligations, (C) subject to the Intercompany Subordination Agreement, Permitted Intercompany Advances, and (CD) Indebtedness permitted under clauses (c), (h)) , (j) and (k) of the definition of Permitted Indebtedness, , (ii) any Material Contract (other than the Pacific Direct License Agreement) 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 the Lenders, or (iii) any Credit Card Agreement 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 the Lenders, (x) the Blue Line Preferred Stock Documents or (yiv) the Governing Documents of any Loan Party or any of its Subsidiaries in either case 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) the Pacific Direct License Agreement, unless such amendment, modification, or change is permitted pursuant to the terms of the Pacific Direct Collateral Assignment.

Prepayments and Amendments. No Loan Party will: (a) Except except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiariessuch Loan Party, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of “Permitted Indebtedness, (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 the Lenders”, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, and (BC) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 AgreementObligations, (B) Hedge Obligations, (C) Permitted Intercompany Advances, and (CD) Indebtedness permitted under clauses (b), (c), (f), (h), (ji) and (kj) of the definition of Permitted Indebtedness,Indebtedness and (E) if such amendment, modification or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. No Loan Party will: (a) Except except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiariessuch Loan Party, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, and (C) Permitted First Lien Prepayments, 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) Directly directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, , and (iiD) any Material Contract except the First Lien Loan Indebtedness to the extent that such amendment, modification, modification or change could not, individually or in the aggregate, reasonably be expected to be materially adverse is expressly permitted pursuant to the interests of the LendersIntercreditor Agreement, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, oror (C) Seller Subordinated Indebtedness (so long as, in each case under this clause (C), such payment is permitted by the applicable subordination agreement or provisions with respect to such promissory note), (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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its SubsidiariesSubsidiaries that has been contractually subordinated in right of payment to the Obligations, other than (A) the Obligations in accordance with this Agreement, Permitted Intercompany Advances and (B) Permitted Intercompany Advancesif expressly permitted under the applicable subordination terms and conditions, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations (other than Permitted Intercompany Advances) if such payment is not permitted at such time under the subordination terms and conditions, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness that has been contractually subordinated in right of payment to the Obligations (other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances) if such amendment, modification or other change is not permitted at such time under the subordination terms and (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtednessconditions, (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 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, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.17.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, or, (ii) make any payment on account of other 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (he), (jf) and (k) of the definition of Permitted Indebtedness,; (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 the Lenders, Lender; or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the LendersLender.

Prepayments and Amendments. Each Loan Party will not, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiariesany Loan Party, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 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 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, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lendershave a Material Adverse Effect.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, orAdvances and (C) Permitted Notes Redemptions, (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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (hf), (jh) and (ki) of the definition of Permitted Indebtedness, (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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 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 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, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries or Parent to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, or (C) any other Permitted Indebtedness other than Permitted Indebtedness set forth under clauses (f), (g), (m), (q) and (u) of the definition of Permitted Indebtedness (unless otherwise permitted pursuant to Section 6.7(f)), or (ii) unless otherwise permitted by Section 6.7(f), 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) Directly or indirectly, amend, modify, or change any of the terms or 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) any Permitted Indebtedness permitted other than Permitted Indebtedness set forth under clauses (cf), (hg), (jm), (q) and (ku) of the definition of Permitted Indebtedness, (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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) , optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Hedge Obligations, (C) Permitted Intercompany Advances, or or (iiD) make any payment on account of other Indebtedness that has been contractually subordinated in right of payment to so long as the Obligations if such payment is not permitted at such time under the subordination terms and conditionsPayment Conditions are satisfied, or (b) Directly or indirectly, amend, modify, or change any of the terms or 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) Hedge Obligations, (C) Permitted Intercompany Advances, and (CD) Indebtedness permitted under clauses (c), (h), (je) and (kf) of the definition of Permitted Indebtedness, (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 be expected to be materially adverse to the interests of Lender; or (iii) 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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the LendersLender.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (f), (h), and (j) 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) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (ia) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (Ai) the Obligations in accordance with this Agreement, and or (Bii) Permitted Intercompany AdvancesAdvances so long as any such prepayment, orredemption, defeasance, or purchase is permitted under the terms of the Intercompany Subordination Agreement; provided, however, that Borrower may prepay the Dove Indebtedness after December 31, 2007 or the Tri-Link Indebtedness at any time, in each case so long (x) no Default or Event of Default exists or would exist after giving effect to such prepayment and (y) Borrower would have Required Availability after giving effect to such prepayment, (iib) 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 (bc) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of conditions 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 clauses Section 6.1(b), (c), (he), or (j) and (k) of the definition of Permitted Indebtedness, f), or (ii) any other 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) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries result in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lendersa Material Adverse Change.

Prepayments and Amendments. (a) Except to the extent required in connection with an Excess Cash Offer under the Indenture, and as permitted in accordance with the terms and conditions of the Intercreditor Agreement, or in connection with Refinancing Indebtedness permitted by Section 6.17.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change in any material respect, any of the terms or 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 or a Bank Product Agreement, (B) Permitted Intercompany Advancesthe Indenture (except as otherwise prohibited pursuant to Section 7.7(b)(ii) below), and (C) Indebtedness permitted under clauses (c), (h), (je) and (kf)-(k) of the definition of Permitted Indebtedness,; (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 the Lenders, Lender; or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party Borrower or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the LendersLender.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.17.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h), (je) and (kf) of the definition of Permitted Indebtedness, (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 the LendersLender, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the LendersLender.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or Parent and its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (ji) and (kj) of the definition of Permitted Indebtedness, (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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (ia) optionally prepay, redeem, defease, purchase, or otherwise acquire any Subordinated Indebtedness or any other Indebtedness of Borrower any Loan Party or its Subsidiariesany Subsidiary of a Loan Party, other than (A) 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, and (B) Permitted Intercompany Advances, or, (iib) 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, or, (bc) Directly except as expressly permitted by Section 6.1, directly or indirectly, amend, modify, alter, increase, or change in any material respect any of the payment or other material terms or provisions of conditions 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 clauses Section 6.1(b) or (c), (hf), (g), (i) or (j) and (k) of the definition of Permitted Indebtedness, or (ii) any other 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 Lendersresult in a Material Adverse Change, or (iiid) (x) amend, modify or otherwise change its Governing Documents, including, without limitation, by the Blue Line Preferred Stock Documents filing or (y) the Governing Documents modification of any Loan Party certificate of designation, except any such amendments, modifications or any of its Subsidiaries in either case if the effect thereofchanges pursuant to this paragraph (d) that, either individually or in the aggregate, could not be reasonably be expected likely to be materially adverse to the interests of the Lendersresult in a Material Adverse Change.

Prepayments and Amendments. Borrower will not, and will not permit Parent or any other Subsidiary of Parent to, (a) Except (x) in connection with Refinancing Indebtedness permitted by Section 6.16.1 and (y) in respect to Senior Notes, to the extent funded substantially contemporaneously from the proceeds of the issuance of additional Senior Notes, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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 conditionsconditions applicable thereto, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness if such amendment, modification or change (1) would not be permitted under any subordination agreement or other subordination terms and conditions applicable thereto in effect at such time with respect to such Permitted Indebtedness or (2) would be adverse to the Agent or Lenders in any material respect, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of Parent, any Loan Party or any of its their respective Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (Ai) the Obligations in accordance with this Agreement, and (Bii) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (he), (jg) and (kh) 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) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, thereof could reasonably be expected to be materially adverse to the interests of the Lendersresult in a Material Adverse Change.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or and its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, Agreement and (B) other Permitted Intercompany AdvancesIndebtedness, 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 conditionsconditions applicable thereto, or (b) Directly Except as permitted pursuant to subsection (a) above, directly or indirectly, amend, modify, or change any of the terms or 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, and (B) other Permitted Intercompany AdvancesIndebtedness except to the extent that such amendment, and (C) Indebtedness permitted under clauses (c)modification, (h)or change could not, (j) and (k) individually or in the aggregate, reasonably be expected to be materially adverse to the interests of Administrative Agent or any of the definition of Permitted IndebtednessLenders, (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 Administrative Agent or any of the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party Borrower or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Administrative Agent or any of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (Ai) the Obligations in accordance with this Agreement, and (Bii) Permitted Intercompany Advances, orprovided that Loan Parties shall be permitted to optionally prepay Permitted Indebtedness not exceeding $500,000 for any rolling twelve month period so long as no Default or Event of Default is in existence or would be caused by such payment, (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) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 (other than (A) the Obligations in accordance with this Agreement, Agreement and (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h)except to the extent that such amendment, (j) and (k) modification, alteration, increase or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the definition of Permitted IndebtednessLenders, (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) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiariesany Loan Party, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, orAdvances and (C) Indebtedness described in clause (c) of the definition of Permitted Indebtedness, (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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (ii) any Material Contract of a Loan Party 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 the Lenders (it being understood and agreed that ordinary course changes to the commercial terms of Material Contracts consistent with past practice are not deemed to be materially adverse to the interests of Lenders), or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Hedge Obligations, (C) Permitted Intercompany AdvancesAdvances or (D) Indebtedness under the Term Loan Agreement and other Indebtedness so long as, in each case, each of the Payment Conditions shall be 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[Reserved], or (b) Directly or indirectly, amend, modify, or change any of the terms or 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) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness in respect of the Term Loan Documents to the extent expressly permitted pursuant to the Intercreditor Agreement, and (CE) Indebtedness permitted under clauses (c), (h), (je) and (kf) of the definition of Permitted Indebtedness, (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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could would reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except Unless Excess Liquidity is equal to or greater than 25% of the Revolving Commitments both before and after giving effect to any such actions, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (e), (f), (g), (h), (i), (j), (k), (l), (m), (o), (p), (q), (r) and (ks) of the definition of Permitted Indebtedness; provided, however, that the restriction set forth in this Section 6.7(b)(i) shall not apply so long as Excess Liquidity is equal to or greater than 25% of the Revolving Commitments both before and after giving effect to any such amendment, modification, or change in terms or provisions, (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) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, or(C) the RealHound Payment as provided in subclause (iii) below and (D) the OpsTechnology Payment as provided in subclause (iv) below, (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 applicable subordination terms and conditions, (iii) make any payment on account of the RealHound Payment except regularly scheduled payments in accordance with the terms of the RealHound Asset Purchase Agreement, or (b) Directly or indirectly, amend, modify, or change any of the terms or 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 RealHound Asset Purchase Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h), (j) 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) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.,

Prepayments and Amendments. No Loan Party will: (a) Except except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiariessuch Loan Party, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, and (C) Permitted MacKay S▇▇▇▇▇▇ Prepayments, 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) Directly directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, , and (iiD) any Material Contract except the MacKay S▇▇▇▇▇▇ Term Loan Indebtedness to the extent that such amendment, modification, modification or change could not, individually or in the aggregate, reasonably be expected to be materially adverse is expressly permitted pursuant to the interests of the LendersIntercreditor Agreement, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (hf), (jh) and (ki) 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 more burdensome on the interests of the LendersLoan Parties, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Permitted Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its SubsidiariesRestricted Subsidiaries (or agree to do any of the foregoing), other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, or (C) so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Notes, 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) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreementthe Senior Secured Notes Documents unless such amendment, instrument, document, indenturemodification, or other writing evidencing or concerning Permitted Indebtedness other than (A) change is not prohibited by the Obligations in accordance with this Intercreditor Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (ii) any Material Contract (other than the Merger Agreement, which is addressed in Section 6.7(b)(iii) below) except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially result in a Material Adverse Change, (iii) the Merger Agreement except to the extent that such amendment, modification, or change is not, individually or in the aggregate, adverse to the interests of Lenders or the LendersLoan Parties, or (iii) (x) the Blue Line Preferred Stock Documents or (yiv) the Governing Documents of any Loan Party or any of its Restricted Subsidiaries in either case or of ▇▇▇▇▇▇’▇ Gaming, Inc. (unless expressly permitted by the terms of this Agreement) if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.17.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, or, (ii) make any payment on account of the Tontine Subordinated Debt other than pursuant to the terms and conditions set forth in the Tontine Note, as in effect on the Closing Date or as modified in accordance with clause (b)(i)(D) of this Section 7.7; or (iii) make any payment on account of other 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (he), (jf) and (k) of the definition of Permitted Indebtedness,Indebtedness and (D) amendments to the Tontine Subordinated Debt Documentation permitted pursuant to Sections 7 and 18 of the Tontine Note, with respect to which Lender (to the extent its consent was not required therefor) received prior written notice; (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 the Lenders, Lender; or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the LendersLender.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (Ai) the Obligations in accordance with this Agreement, and (Bii) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h), (jg) and (kh) 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) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.17.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, ; 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) Directly or indirectly, amend, modify, or change in any material respect any of the terms or 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 clauses (c), (h), (je) and (kf) of the definition of Permitted Indebtedness,; (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 the Lenders, Lender; or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the LendersLender.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section SECTION 6.1,: (ia) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiariesany Subsidiary of a Loan Party, other than (Ai) the Obligations in accordance with this Agreement, (ii) the Working Capital Indebtedness in accordance with the Working Capital Credit Agreement and (Biii) Permitted Intercompany Advances, orthe Term A Indebtedness in accordance with the Term A Credit Agreement; (iib) 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 (bc) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of conditions of (i) the Working Capital Loan Documents or the Term A Debt Documents (except as specifically permitted by the Intercreditor Agreement), (ii) any other 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 clauses SECTION 6.1 or (c), (h), (jiii) 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 result in a Material Adverse Change, any other Material Contract or (iv) its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Stock, without the prior written consent of Agent, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that are not adverse to the interests of the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the LendersLender.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) Indebtedness, unless such amendment, modification, or change would satisfy the Obligations restrictions set forth in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Refinancing Indebtedness if, instead of being amended, modified, or changed the subject Indebtedness was being refinanced, renewed, or extended (without regard to whether such amendment, modification or change would actually constitute a refinancing, renewal or extension of such Indebtedness), (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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or Parent and/or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (hf), (jh) and (ki) of the definition of Permitted Indebtedness, (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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (f), (h), (ji) 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) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (Ai) the Obligations in accordance with this Agreement, and (Bii) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (ii) any Material Contract except to the extent that if such amendment, modification, modification or change could notchange, individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, (ii) any Material Contract to the extent that such amendment, ormodification, alteration, increase, or change, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case 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 (c) Make any cash payment in respect of earn-out obligations unless Borrower has Liquidity equal to or greater than $100,000,000 (of which there must be Qualified Cash or Availability, or a combination thereof, of at least $25,000,000) immediately after giving effect to the making of such cash earn-out payments.” (x) Section 6.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Prepayments and Amendments. Borrowers will not, and will not permit any of their Subsidiaries to: (a) Except except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) ), (k), and (kr) (which is addressed in clause (ii) below) of the definition of Permitted Indebtedness, (ii) any Material Contract except to Term Loan Document in any manner that is not permitted by 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 terms of the LendersIntercreditor Agreement, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case 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 (iv) the Indiana Port Lease Agreement, or (c) acquire or purchase the Term Loan Indebtedness pursuant to Section 10.06 of the Term Loan Agreement or otherwise.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (Ai) the Obligations in accordance with this Agreement, and (Bii) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness permitted under Section 6.1 other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be adverse to the interests of the Lenders, (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) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Borrower will not, and will not permit any other Loan Party to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, , (iiD) any Material Contract except Indebtedness permitted under clause (r) of the definition of Permitted Indebtedness to the extent that such amendmentpermitted under the applicable subordination terms and conditions, modificationand (E) any other Indebtedness permitted under the definition of Permitted Indebtedness so long as the the effect thereof, or change could not, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of the LendersLenders or Loan Parties, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (ii) any Material Contract except to , if the extent that such amendmenteffect thereof, modification, or change could not, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1,7.1: (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or any of its Subsidiaries, other than than (A) the Obligations in accordance with this Agreement or a Bank Product Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 or a Bank Product Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (ca), (h), (je) and (kf) of the definition of Permitted Indebtedness,; (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 the Lenders, Lender; or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the LendersLender.

Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (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, or (b) Directly or indirectly, amend, modify, or change any of the terms or 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) Hedge Obligations, (C) Permitted Intercompany Advances, and (CD) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted 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 be expected to be materially adverse to the interests of the Lenders. (iii) 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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. Each Borrower will not, and will not permit any other Loan Party to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, , (iiD) any Material Contract except Indebtedness permitted under clause (r) of the definition of Permitted Indebtedness to the extent that such amendmentpermitted under the applicable subordination terms and conditions, modificationand (E) any other Indebtedness permitted under the definition of Permitted Indebtedness so long as the effect thereof, or change could not, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of the LendersLenders or Loan Parties, or (iii) (x) the Blue Line Preferred Stock Documents or (yii) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (Ai) the Obligations in accordance with this Agreement, and (Bii) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (ii) any Material Contract except to the extent that if such amendment, modification, modification or change could notchange, individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, (ii) any Material Contract to the extent that such amendment, modification, alteration, increase, or change, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (aA) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i1) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiariesany Designated Loan Party, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, (C) Indebtedness under Capital Leases, and (D) Purchase Money Indebtedness, or (ii2) make any payment on account of Indebtedness of any Designated Loan Party 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 (bB) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i1) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness of any Designated Loan Party other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (hf), (jh) and (ki) of the definition of Permitted Indebtedness, (ii2) any Material Contract of any Designated Loan Party 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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y3) the Governing Documents of any Secured Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or and its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, and (D) until the occurrence of a Default or an Event of Default, any other Permitted Indebtedness (other than Subordinated Indebtedness, unless such amendments or modifications are reasonably satisfactory to Agent) except to the extent that such amendment, modification, or change (1) could not, individually or in the aggregate, reasonably be expected to be adverse to the interests of the Lenders in any material respect or (2) is otherwise expressly prohibited within the definition of Permitted Indebtedness, (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 the LendersLenders in any material respect, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the LendersLenders in any material respect.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or and its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or 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 clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, and (D) until the occurrence of a Default or an Event of Default, any other Permitted Indebtedness except to the extent that such amendment, modification, or change (1) could not, individually or in the aggregate, reasonably be expected to be adverse to the interests of the Lenders in any material respect or (2) is otherwise expressly prohibited within the definition of Permitted Indebtedness, (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 the LendersLenders in any material respect, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the LendersLenders in any material respect.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) except in connection with Refinancing Indebtedness permitted by Section 6.1, 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 clauses (c), (h), (j), (k) and (ko) of the definition of Permitted Indebtedness, (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 the Lenders, or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (ia) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, orAgreement or terminate any Swap Agreements as determined appropriate by Parent in the exercise of its commercially reasonable judgment; provided that Parent shall at all times remain in compliance with Section 6.24; (iib) 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 conditionsconditions applicable thereto (for the avoidance of doubt, this provision shall apply to the payment by the Parent of amounts due under the Convertible Subordinated Notes with the effect that such payments may be made only to the extent permitted by the Subordination and Intercreditor Agreement; provided that, no repayment under or with respect to the Convertible Subordinated Notes shall be permitted if an Event of Default exists or, if after giving effect to such payment, an Event of Default would occur), or (bc) Directly directly or indirectly, amend, modify, alter, increase, or change any of the terms or provisions of conditions 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 clauses Section 6.1(b) or (c), (h), (j) and (k) of the definition of Permitted Indebtedness, or (ii) any other 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) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries result in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lendersa Material Adverse Change.

Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.17.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower any Loan Party or any of its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, 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) Directly or indirectly, amend, modify, or change any of the terms or provisions of: (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness of at least $250,000 when aggregated with other Permitted Indebtedness amended, modified or changed after the date of this Agreement, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h), (je) and (kf) of the definition of Permitted Indebtedness,; (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 the Lenders, Lender; or (iii) (x) the Blue Line Preferred Stock Documents or (y) the Governing Documents of any Loan Party or any of its Subsidiaries in either case if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the LendersLender.