Common use of Prepayments of Indebtedness, etc Clause in Contracts

Prepayments of Indebtedness, etc. The Credit Parties will not permit any Consolidated Party to (a) after the issuance thereof, amend, modify or refinance (or permit the amendment, modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) any other Indebtedness (other than Indebtedness owed to the Borrower), or (c) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so).

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not, and will not permit any Consolidated Party to of its Subsidiaries to: (a) after the issuance thereof, amend, modify or refinance (or permit the amendment, modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with in respect theretothereof) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of the Senior Notes or any other Existing Indebtedness (other than Indebtedness owed under the Lancaster Facility), provided, that so long as no Default or Event of Default is then in existence or would exist after giving effect to the Borrowerrespective prepayment, the Borrower shall be permitted to prepay Senior Notes in an aggregate principal amount at any time not to exceed the Retained ECF at such time (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such prepayment); (b) amend or modify, or permit the amendment or modification of, any provisions of any Senior Note Documents and/or the Borrower Preferred Stock; and/or (c) except amend, modify or change in connection any manner adverse to the interests of the Lenders the certificate of incorporation (including, without limitation, by the filing of any certificate of designation), by-laws or equivalent organizational document of any Credit Party or any agreement entered into by the Borrower with a refinancing respect to its capital stock, or any of Indebtedness permitted under clause (a) hereofthe Acquisition Documents, refund the Bollore Distribution Agreements, the National Tobacco Partnership Agreement or exchange (except as provided the Lexington Facility or enter into any new agreement in clause (a) above) any other Indebtedness (or offer manner adverse to do so)the interests of the Lenders with respect to the capital stock of the Borrower.

Prepayments of Indebtedness, etc. The None of the Credit Parties will not permit any Consolidated Party to (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any of the terms of any Indebtedness (other Indebtedness than this Credit Agreement) if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such IndebtednessIndebtedness (unless the consent of the issuer of such Indebtedness has been obtained) or to the Lenders, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (bii)(A) except in connection with if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed to the Borrower)Indebtedness, or (cB) except in connection with a refinancing amend, modify or change its articles of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness incorporation (or offer to do so)corporate charter or other similar organizational document) or bylaws (or other similar document) where such change would have a Material Adverse Effect.

Prepayments of Indebtedness, etc. The No Credit Parties Party will, nor will not it permit any Consolidated Party to of its Subsidiaries to: (a) after (i) amend or modify any of the issuance thereof, amend, modify or refinance terms of any Indebtedness of such Person (or permit other than Indebtedness arising under the amendment, modification or refinancing ofCredit Documents) any other Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner materially adverse to such Person or to the issuer of such IndebtednessLenders other than the Bond Conversion, or (ii) shorten the final maturity or average life to maturity thereof or require any payment thereon to be made sooner than originally scheduled or increase the interest rate or fees applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (iiiii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereof, or (iv) make (or give any notice with respect thereto) any redemption or acquisition for value of or defeasance (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) any other Indebtedness (), refund, refinance or exchange with respect thereto, other than Indebtedness owed to the Borrower), or (c) except prepayments made by a Credit Party in connection with a refinancing of Indebtedness any Asset Sale permitted under clause Section 8.4, in the amount necessary to prepay or retire any Indebtedness either secured by a Permitted Lien (aranking senior to any Lien of the Agent) hereof, refund on the related Property or exchange incurred in connection with the acquisition of any Property that is disposed of in connection with such Asset Sale; or (except as provided b) make interest payments in clause (a) above) respect of any other Subordinated Indebtedness (or offer to do so)in violation of the applicable subordination provisions.

Prepayments of Indebtedness, etc. The None of the Credit Parties will not permit any Consolidated Party to will (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such IndebtednessBanks, or shorten including, but not limited to, shortening the final maturity or average life to maturity or require requiring any payment to be made sooner than originally scheduled or increase increasing the interest rate applicable thereto or change changing any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, except as applicable, set forth in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof6.15, make (or give any notice with respect thereto) any voluntary or optional payment or any prepayment or any redemption or any acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness; (b) after the issuance thereof, amend or modify, or permit the amendment or modification of (i) any of the subordination provisions of any Subordinated Debt; or (ii) any other Indebtedness material terms of any Subordinated Debt, except (other than Indebtedness owed A) for a waiver by the holder of such Subordinated Debt with respect to compliance with the terms thereof, and (B) after fifteen (15) days prior written notice to the Borrower)Agent and each of the Banks, of any such amendment or modification which is not adverse to either the issuer thereof or to the interests of the Banks in their capacity as the holders of any of the Total Revolving Obligations, or (c) except in connection make any payment, prepayment, redemption, acquisition for value of (including without limitation, by way of depositing money or securities with a refinancing the trustee with respect thereto before due for the purpose of Indebtedness permitted under clause (a) hereofpaying when due), refund refund, refinance or exchange of any Subordinated Debt (except as provided in clause including, without limitation, interest thereon); provided, however, the foregoing shall not prohibit the following, (a) abovei) any other Indebtedness payment, prepayment, redemption, acquisition made from and to the extent of the Net Proceeds of any Equity Transaction as permitted by Section 7.7(iv), (or offer ii) in the case of Subordinated Debt owing to do soa member of the Management Group, to the extent permitted in Section 7.7(iii), and (iii) upon issuance of the Exchange Debentures, payments-in-kind of interest on the Exchange Debentures, but only to the extent such payments are not prohibited by Section 10.3 of the Exchange Debenture Indenture.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to of its Subsidiaries to, (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness (including without limitation the Indebtedness evidenced by the TI Deferred Financing Note) if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to either the issuer of such IndebtednessIndebtedness or any of the Lenders, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, (A) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of, any other Indebtedness (other than Indebtedness owed to the BorrowerIntercompany Indebtedness), (B) except as otherwise permitted by Section 8.6(iv), make any payment or prepayment of any Intercompany Indebtedness or (cC) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) make any other Indebtedness (or offer to do so).voluntary

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not, and --------------------------------- will not permit any Consolidated Party to of its Subsidiaries, if any, to: (a) after the issuance thereof, amend, modify or refinance (or permit the amendment, modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner adverse than with respect to the issuer of such Refinanced Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with in respect theretothereof) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of the Senior Subordinated Notes or any other Existing Indebtedness (other than Indebtedness owed to in connection with the Borrowerexchange offer as contemplated by the Senior Subordinated Notes Documents); (b) amend or modify, or permit the amendment or modification of, any provisions of the Senior Subordinated Note Documents; (c) except amend or modify, or permit the amendment or modification of, any provisions of any of the Documents (other than the Senior Subordinated Note Documents) entered into in connection with the Transaction if such amendment or modification would have a refinancing Material Adverse Effect or a Material Adverse Effect on the rights or remedies of Indebtedness permitted the Lenders or the Agents hereunder or under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness Credit Document, or on the ability of the Credit Parties taken as a whole to perform their obligations to them; and/or (d) amend, modify or offer change in any manner materially adverse to do so)the interests of the Lenders the certificate of incorporation (including, without limitation, by the filing of any certificate of designation) or by- laws of the Borrower or any agreement entered into by the Borrower with respect to its capital stock or enter into any new agreement in any manner materially adverse to the interests of the Lenders with respect to the capital stock of the Borrower.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to Subsidiary to, (a) after the issuance thereof, amendamend or modify, modify or refinance (or permit the amendmentamendment or modification of, modification any of the terms of subordination or refinancing of) other terms or provisions relating to any other senior Indebtedness for borrowed money or Subordinated Debt if such amendment, amendment or modification or refinancing would add or change any terms in a manner is reasonably adverse to interests of the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, Lenders as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, determined by Required Lenders in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, their discretion; (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) or exchange of any other senior Indebtedness (other than Indebtedness owed for borrowed money or Subordinated Debt permitted pursuant to Section 8.1, except to the Borrower), or extent repaid from the Net Proceeds of any Equity Transaction; (c) except make any prepayment, redemption, acquisition for value of (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) refund, refinance or exchange of any Subordinated Debt; or (d) consent to or otherwise permit any amendment or modification (including by way of waiver) to the representations, covenants or events of default under the Note Purchase and Private Shelf Agreement or otherwise relating to the Series A Senior Notes or Shelf Notes issued thereunder if, and to the extent that, the terms would be less favorable to the Borrower or the other Credit Parties in connection with a refinancing any material respect than the representations, covenants or events of Indebtedness permitted default in effect on the date of this Credit Agreement, unless the amendment or modification conforms to amendments or modifications under clause (a) this Credit Agreement and is no less favorable to or more restrictive on the Borrower or the Credit Parties than the terms hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so)amended and modified.

Prepayments of Indebtedness, etc. The Credit Parties Neither the Borrower nor any of -------------------------------- the Restricted Subsidiaries will not permit any Consolidated Party to (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendmentamendment or modification of), modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner reasonably and materially adverse to the issuer interests of such Indebtednessthe Lenders (including, without limitation, any acceleration or shortening of amortization of principal thereof, or shorten modification of the final maturity or average life to maturity or require terms of subordination relating thereto), any payment to be made sooner of the terms of any Total Funded Debt (other than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent permitted by Section 6.1(e) or (if) such Indebtednessor any Indebtedness hereunder), as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) or exchange of any other Indebtedness Total Funded Debt (other than any Indebtedness owed to the Borrowerpermitted by Section 6.1(e) or (f), any Indebtedness hereunder, any prepayment of Subordinated Debt with Net Sales Proceeds remaining after the Borrower has made all required prepayments hereunder or any refinancing of any issue of Subordinated Debt with any subsequent issue of Subordinated Debt and other than the redemption or repurchase of up to $10,000,000 of the Subordinated Debt) or (ciii) except make any regularly scheduled payment of Subordinated Debt in connection with a refinancing violation of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided the subordination provisions contained in clause (a) above) any other Indebtedness (or offer to do so)the Subordinated Debt Documents.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to Subsidiary to, (a) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness (which by its terms is expressly subordinated to the Indebtedness hereunder) if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Debt; provided, however, that -------- ------- (i) the Borrower may prepay the Subordinated Debt with up to 50% of the proceeds of any other Indebtedness public offering of the Borrower's Capital Stock if after giving effect thereto on a Pro Forma Basis the Leverage Ratio for the four fiscal quarters ending on the last day of the most recent fiscal quarter end shall be less than 3.0 to 1.0 and (other than Indebtedness owed ii) the Borrower may refinance the Subordinated Debt (including any interest and fees accrued thereon) on terms and conditions at least as favorable to the Borrower)Lenders as then existing under the Subordinated Debt Documentation so long as the refinancing Indebtedness is subordinated to the same or greater extent as the Subordinated Debt with an applicable interest rate not to exceed 13%, has a weighted average life to maturity equal to or greater than the Subordinated Debt and requires no amortization of principal prior to the tenth anniversary of the Closing Date; provided, however, the Borrower may -------- ------- refinance the Bridge Notes by issuing Exchange Notes (cas defined in the Senior Subordinated Credit Agreement) except in connection accordance with a refinancing of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so)the Senior Subordinated Credit Agreement.

Prepayments of Indebtedness, etc. The Credit Parties will not permit Neither the Borrower nor any Consolidated Party to of its Restricted Subsidiaries will (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendmentamendment or modification of), if reasonably adverse to the interests of the Banks, any of the terms of any subordinated or senior funded indebtedness for borrowed money (including specifically, but without limitation, the Indebtedness evidenced by the Senior Notes) to the extent any such amendment or modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner be adverse to the issuer of such Indebtedness, thereof or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or interests of the Banks, (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or payment, prepayment, redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) or exchange of any other Indebtedness for borrowed money (other than including specifically, but without limitation, the Indebtedness owed to evidenced by the BorrowerSenior Notes), or ; except (cA) except with the proceeds of an Equity Transaction, (B) with the proceeds of Indebtedness incurred in connection with a refinancing of Indebtedness the Senior Notes permitted under clause Section 7.01(b), and (aC) hereofwhere (I) no Default or Event of Default shall exist either immediately prior to or immediately after giving effect thereto, (II) the Borrower shall have achieved a ratio of Consolidated Funded Debt to Consolidated Tangible Capitalization of .50:1.0 or less as of the end of the fiscal year then ending, refund or if not on the last day of a fiscal year, then as of the end of the most recent fiscal year preceding the transaction, and (III) the Borrower can demonstrate compliance with financial covenants (including without limitation, the Fixed Charges Coverage Ratio of Section 6.11(c)) and availability hereunder on both a Pro Forma Basis, then the Borrower may make optional or voluntary prepayments of principal on, or redeem or otherwise acquire, Senior Notes in an aggregate amount not to exceed 10% of the principal amount of the Senior Notes outstanding at the end of the fiscal year most recently ended, (iii) make any payment, prepayment, redemption, acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) refund, refinance or exchange (except as provided of any Subordinated Debt. As used herein, "Subordinated Debt" means any indebtedness for borrowed money which by its terms is, or upon the happening of certain events may become, subordinated in clause (a) above) any right of payment to the Loans and other Indebtedness (amounts owing hereunder or offer to do so)in connection herewith.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to of its Subsidiaries to, (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (bii)(A) except in connection with if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Subordinated Indebtedness) or (B) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness owed subordinated to the Borrower), obligations of the Borrower or the Guarantors hereunder or (cC) except in connection with a refinancing amend, modify or change its articles of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness incorporation (or offer to do so)corporate charter or other similar organizational document) or bylaws (or other similar document) where such change would have a Material Adverse Effect.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not, and will not permit any Consolidated Party to of its Subsidiaries to: (a) after the issuance thereof, amend, modify or refinance (or permit the amendment, modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with in respect theretothereof) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of the Senior Notes, Subordinated Debt (once issued)[, the ▇▇▇▇▇ Note] or any other Existing Indebtedness provided that (other than Indebtedness owed I) the Borrower may Purchase Senior Notes (w) in an aggregate amount, at any time, equal to the BorrowerHoldback Proceeds at such time, (x) in an amount at the time of any such Purchase equal to the Available ECF Amount at the time of, but immediately prior to, such Purchase provided that at such time (i.e., immediately prior to such Purchase) the Holdings Leverage Ratio is less than 5.00 to 1.00, (y) in an amount at the time of any such Purchase equal to the Available Equity Amount at the time of, but immediately prior to, such Purchase and (z) as otherwise consented to by the Required Banks and (II) the Borrower may pay Dividends to Holdings to permit it to purchase Discount Notes as provided for in Section 8.09(a); (b) amend or modify, or permit the amendment or modification of, any provisions of (x) any Senior Note Documents (except for Permitted Exit Amendments), or (y) any Subordinated Debt Documents and (z) the AF Credit Agreement; and/or (c) except amend, modify or change in connection any manner adverse to the interests of the Banks the Certificate of Incorporation (including, without limitation, by the filing of any certificate of designation) or By-Laws of the Borrower, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ or any agreement entered into by the Borrower, with a refinancing respect to its capital stock, or the Acquisition Documents or enter into any new agreement in any manner adverse to the interests of Indebtedness permitted under clause (a) hereofthe Banks with respect to the capital stock of the Borrower, refund ▇▇▇▇▇▇▇ or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so)▇▇▇▇▇▇▇▇.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not, and will not permit any Consolidated Party to (a) after the issuance thereof, amend, modify or refinance (or permit the amendment, modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancingits Subsidiaries to, (bx) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with in respect theretothereof) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of any other Existing Indebtedness or the Senior Notes; provided, that (other than i) the Borrower and/or its Subsidiaries may prepay Existing Indebtedness owed in an aggregate amount not to exceed $2,000,000 and (ii) the Borrower may repay, repurchase or otherwise acquire Senior Notes under the clawback provisions of the Senior Note Documents, (y) amend, modify or change in any manner any agreements (including, without limitation, the Senior Note Documents and the Existing Indebtedness Agreements) (A) relating to the Borrower)Senior Notes or (B) relating to the Existing Indebtedness, in a manner adverse to the interests of the Banks in the case of this clause (B) or (z) amend, modify or change in any manner materially adverse to the interests of the Banks, the Certificate of Incorporation (including, without limitation, by the filing of any additional certificate of designation) or By-Laws of the Borrower or any of its Subsidiaries, the terms of any of its capital stock or any agreement entered into by the Borrower with respect to its capital stock, the Shareholders Agreement, or (c) except enter into any new agreement in connection any manner materially adverse to the interests of the Banks with a refinancing respect to the capital stock of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so)the Borrower.

Prepayments of Indebtedness, etc. The If any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, the Credit Parties will not permit the Parent or any Consolidated Party to (a) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause , or (ab) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed to including without limitation any Subordinated Indebtedness) or (ii) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the Borrowertrustee with respect thereto before due for the purpose of paying when due), or (c) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofrefund, refund refinance or exchange (except as provided in clause (a) above) of any other Indebtedness (or offer to do so)Subordinated Indebtedness.

Prepayments of Indebtedness, etc. The No Credit Parties Party will, nor will not it permit any Consolidated Party to of its Subsidiaries to: (a) after (i) amend or modify any of the issuance thereof, amend, modify or refinance terms of any Indebtedness of such Person (or permit other than Indebtedness arising under the amendment, modification or refinancing ofCredit Documents) any other Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner materially adverse to such Person or to the issuer of such IndebtednessLenders, or (ii) shorten the final maturity or average life to maturity thereof or require any payment thereon to be made sooner than originally scheduled or increase the interest rate or fees applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (iiiii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereof, or (iv) make (or give any notice with respect thereto) any redemption or acquisition for value of or defeasance (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) any other Indebtedness (), refund, refinance or exchange with respect thereto, other than Indebtedness owed to the Borrower), or (c) except prepayments made by a Credit Party in connection with a refinancing of Indebtedness any Asset Sale permitted under clause Section 8.4, in the amount necessary to prepay or retire any Indebtedness either secured by a Permitted Lien (aranking senior to any Lien of the Agent) hereof, refund on the related Property or exchange incurred in connection with the acquisition of any Property that is disposed of in connection with such Asset Sale; or (except as provided b) make interest payments in clause (a) above) respect of any other Subordinated Indebtedness (or offer to do so)in violation of the applicable subordination provisions.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not, and will not permit any Consolidated Party to (a) after the issuance thereof, amend, modify or refinance (or permit the amendment, modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancingits Subsidiaries to, (bx) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with in respect theretothereof) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of any other Existing Indebtedness, any Senior Notes or any Mezzanine Subordinated Notes or Mezzanine Subordinated Loans; provided, that (i) the Borrower and/or its Subsidiaries may prepay Existing Indebtedness in an aggregate amount not to exceed $2,000,000, and (other than ii) the Borrower may repay, repurchase or otherwise acquire Senior Notes under the clawback provisions of the Senior Notes Documents, (y) amend, modify or change in any manner any agreements (including, without limitation, the Senior Note Documents, the Mezzanine Subordinated Loan Documents and the Existing Indebtedness owed Agreements) (A) relating to the Borrower)Senior Notes, (B) relating to the Mezzanine Subordinated Notes or (C) relating to the Existing Indebtedness, in a manner adverse to the interests of the Banks in the case of this clause (C) or (z) amend, modify or change in any manner materially adverse to the interests of the Banks, the Certificate of Incorporation (including, without limitation, by the filing of any additional certificate of designation) or By-Laws of the Borrower or any of its Subsidiaries, the terms of any of its capital stock or any agreement entered into by the Borrower with respect to its capital stock, the Shareholders Agreement, or (c) except enter into any new agreement in connection any manner materially adverse to the interests of the Banks with a refinancing respect to the capital stock of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so)the Borrower."

Prepayments of Indebtedness, etc. The Credit Parties Neither the Borrower nor any of the Restricted Subsidiaries will not permit any Consolidated Party to (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendmentamendment or modification of), modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner reasonably and materially adverse to the issuer interests of such Indebtednessthe Lenders (including, without limitation, any acceleration or shortening of amortization of principal thereof, or shorten modification of the final maturity or average life to maturity or require terms of subordination relating thereto), any payment to be made sooner of the terms of any Total Funded Debt (other than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent permitted by Section 6.1(e) or (if) such Indebtednessor any Indebtedness hereunder), as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) or exchange of any other Indebtedness Total Funded Debt (other than any Indebtedness owed to the Borrowerpermitted by Section 6.1(e) or (f), any Indebtedness hereunder, any prepayment of Subordinated Debt with Net Sales Proceeds remaining after the Borrower has made all required prepayments hereunder or any refinancing of any issue of Subordinated Debt with any subsequent issue of Subordinated Debt and other than the redemption or repurchase of up to $10,000,000 of the Subordinated Debt) or (ciii) except make any regularly scheduled payment of Subordinated Debt in connection with a refinancing violation of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided the subordination provisions contained in clause (a) above) any other Indebtedness (or offer to do so)the Subordinated Debt Documents.

Prepayments of Indebtedness, etc. The Credit Parties will not permit any Consolidated Party to (a) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any subordinated Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto (provided, that the Borrower may change the interest rate owing with respect to the Senior Subordinated Notes from a floating rate to a fixed rate on terms and conditions satisfactory to the Agent) or change any subordination provision thereof; provided that the restrictions of this clause , or (ab) shall not apply to any Indebtedness to the extent (i) such Indebtedness, if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other subordinated Indebtedness (including without limitation any Indebtedness permitted by Section 8.1(f) or (ii) make (or give any notice with respect thereto) any other Indebtedness voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (other than Indebtedness owed to including without limitation, by way of depositing money or securities with the Borrowertrustee with respect thereto before due for the purpose of paying when due), or (c) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofrefund, refund refinance or exchange (of any subordinated Indebtedness except as provided in clause (athat the Borrower make payments permitted by the provisos to Sections 3.3(b)(iii) above) any other Indebtedness (or offer to do soand 3.3(b)(iv).

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to of its Subsidiaries to, (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, (A) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of, any other Indebtedness (other than Indebtedness owed to the BorrowerIntercompany Indebtedness) or (B) except as otherwise permitted by Section 8.6(iv), make any payment or prepayment of any Intercompany Indebtedness or (ciii) except in connection with a refinancing amend, modify or change its articles of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness incorporation (or offer to do so)corporate charter or other similar organizational document) or bylaws (or other similar document) where such change would have a Material Adverse Effect.

Prepayments of Indebtedness, etc. The Credit Parties will not permit the Parent or any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, thereof or (ii) except for the Indebtedness refinancing such Indebtedness, as applicable, exchange of the notes evidencing the Senior Subordinated Debt for notes with identical terms registered pursuant to the registration rights agreement set forth in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofindenture for the Senior Subordinated Debt, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed to the Borrowerincluding without limitation Subordinated Indebtedness), (b) make interest payments in respect of Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (c) except make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of Subordinated Indebtedness (including any payment of accrued interest and premium, if any, payable in connection with a refinancing of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do sotherewith).

Prepayments of Indebtedness, etc. The Credit Parties will not permit any Consolidated Party to which is not a Joint Venture to, (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof (i) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) except for the Indebtedness refinancing such Indebtedness, as applicable, exchange of the Subordinated Notes for notes with identical terms registered pursuant to the registration rights agreement set forth in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofSubordinated Note Indenture, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than including without limitation any Indebtedness owed arising under the Subordinated Note Indenture and the Subordinated Notes), (b) except for the exchange of the Subordinated Notes for notes with identical terms registered pursuant to the Borrowerregistration rights agreement set forth in the Subordinated Note Indenture, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness arising under the Subordinated Note Indenture and the Subordinated Notes or (c) except make interest payments in connection with a refinancing respect of the Indebtedness permitted arising under clause (a) hereof, refund or exchange (except as provided the Subordinated Note Indenture in clause (a) above) any other Indebtedness (or offer to do so)violation of the subordination provisions of the Subordinated Note Indenture.

Prepayments of Indebtedness, etc. The Credit Parties will not permit any Consolidated Party to (a) after After the issuance thereof, amend, amend or modify or refinance (or permit the amendmentamendment or modification of), modification or refinancing of) the terms of any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner materially adverse to the issuer interests of such Indebtedness, or shorten the final Lenders (including specifically shortening any maturity or average life to maturity or require requiring any payment to be made sooner than originally previously scheduled or increase increasing the interest rate or fees applicable thereto or change changing any subordination provision provisions thereof); provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, or (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) Make any voluntary or optional payment or prepayment or redemption prepayment, redemption, defeasance or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) any other Indebtedness (other than Indebtedness owed to the Borrower), or refund, refinance or exchange of any Funded Debt, other than, so long as no Default or Event of Default is in existence or would be caused as a result thereof, (i) intercompany Indebtedness permitted hereunder, (ii) regularly scheduled payments of principal and interest on such Funded Debt, (iii) prepayment of up to 35% of the principal of the Senior Notes with the Net Proceeds of an Equity Transaction that generates gross cash proceeds of at least $25,000,000 provided that the Borrower shall notify the Agent of any such prepayment, (iv) prepayment of up to 35% of the principal of the Subordinated Notes and 35% of the principal and 100% of the capitalized interest of the Parent Subordinated Notes with the Net Proceeds of an Equity Transaction occurring prior to April 1, 2004 that generates gross cash proceeds of at least $25,000,000 provided that the Borrower shall notify the Agent of any such prepayment, (v) prepayment of up to 100% of the principal of the Subordinated Notes and 100% of the principal and 100% of the capitalized interest of the Parent Subordinated Notes with the Net Proceeds of an Equity Transaction occurring on or after April 1, 2004 that generates gross cash proceeds of at least $25,000,000 provided that the Borrower shall notify the Agent of any such prepayment and (vi) prepayment of the outstanding principal amount of the Senior Notes in an amount not to exceed (A) $3,600,000 in any fiscal year and (B) $12,000,000 in the aggregate during the term of this Credit Agreement. (c) except Amend, in connection with a refinancing manner adverse to the Lenders, the Certificate of Indebtedness permitted under clause Preferences without the prior written consent of the Required Lenders. (ad) hereofMake principal or interest payments in respect of the Subordinated Notes or the Parent Subordinated Notes in violation of the subordination provisions contained in the Subordinated Note Agreement or the Parent Subordinated Note Agreement, refund as applicable. (e) Make any cash interest payments in respect of the Parent Subordinated Notes prior to the Termination Date. (f) Amend or exchange modify any subordination provisions of the Subordinated Note Agreement or the Parent Subordinated Note Agreement. (except as provided g) Amend, in clause (a) above) any other Indebtedness (or offer a manner adverse to do so)the Lenders, the Warrant Agreement without the prior written consent of the Required Lenders.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to Subsidiary to, (a) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness in excess of $5,000,000 if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such IndebtednessIndebtedness or the Lenders, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed Subordinated Debt, except that so long as there is no Default or Event of Default then in existence and subject to the Borrower)terms and provisions of the Subordinated Note Indenture or other document evidencing Subordinated Debt, or (c) except the Borrower shall be entitled to pay interest and scheduled principal payments thereon in connection accordance with a refinancing the terms of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so)such Subordinated Debt.

Prepayments of Indebtedness, etc. The Credit Parties will not permit any Consolidated Party to (a) after the issuance thereofPrepay, amendredeem, modify purchase, defease or refinance (or permit the amendment, modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner adverse otherwise satisfy prior to the issuer scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (i) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (ii) regularly scheduled or required repayments, prepayment or redemptions of Indebtedness under the Note Indentures and any Permitted Refinancing of such Indebtedness, (iii) repayments or shorten prepayments of Indebtedness under the final maturity or average life to maturity or require ABL Credit Agreement and any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions Permitted Refinancing of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended (iv) regularly scheduled or modified, required repayments or (ii) the redemptions of Indebtedness refinancing set forth in Schedule 7.02 and any Permitted Refinancing of such Indebtedness, (v) any prepayment or repayment by a Group Company of Indebtedness owed to a Loan Party, (vi) so long as no Default or Event of Default is then in existence or would otherwise arise therefrom, other prepayments, redemptions, purchases or defeasances not to exceed, in the aggregate in any fiscal year, the greater of (x) $75,000,000 and (y) 3.5% of Consolidated Total Assets for the Measurement Period ended immediately prior to the beginning of such fiscal year, (vii) so long as no Default or Event of Default is then in existence or would otherwise arise therefrom, other prepayments, redemptions, purchases or defeasances, so long as, after giving pro forma effect to such prepayments, redemptions, purchases or defeasances, as applicable, in each case could the Total Leverage Ratio shall be incurred less than or equal to 4.00:1.00 and (viii) any mandatory redemption, repurchase, retirement, termination or cancellation of Debt Equivalents and/or Disqualified Stock (to the extent permitted under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) any other Indebtedness (other than Indebtedness owed to the Borrower), or (c) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so7.02).

Prepayments of Indebtedness, etc. The Credit None of the Consolidated Parties will not permit any Consolidated Party to (a) after the issuance thereof, amend, waive or modify or refinance (or permit the amendment, waiver or modification or refinancing of) any other of the terms, agreements, covenants or conditions of or applicable to any Indebtedness issued by such Consolidated Party if such amendment, waiver or modification or refinancing would add or change any terms terms, agreements, covenants or conditions in a manner adverse to the issuer of such Indebtednessany Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofdirectly or indirectly redeem, make (purchase, prepay, retire, defease or give otherwise acquire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) any other Indebtedness (other than Indebtedness owed to the BorrowerCredit Obligations), or set aside any funds for such purpose, whether such redemption, purchase, prepayment, retirement or acquisition is made at the option of any Consolidated Party or at the option of the holder thereof, and whether or not any such redemption, purchase, prepayment, retirement or acquisition is required under the term and conditions applicable to such Indebtedness, including, without limitation, any Indebtedness arising under the Senior Note Agreement and the Senior Notes or any Indebtedness arising under the Junior Subordinated Note or (c) except release, cancel, compromise or forgive in connection with a refinancing whole or in part the Indebtedness evidenced by the Intercompany Notes." (w) Section 7.10 of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided the Credit Agreement is hereby deleted therefrom in clause (a) above) any other Indebtedness (or offer to do so).its entirety and the following is hereby substituted in lieu thereof:

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to of its Subsidiaries to, (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (iiii)(A) the Indebtedness refinancing such Indebtedness, if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or payment, any prepayment or any redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed to Subordinated Indebtedness) or (B) make (or give any notice with respect thereto) any voluntary or optional payment, any prepayment or any redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the Borrowertrustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness or (cC) except in connection with a refinancing amend, modify or change its articles of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness incorporation (or offer to do so)corporate charter or other similar organizational document) or bylaws (or other similar document) where such change would have a Material Adverse Effect.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to of its Subsidiaries to, (ai) after the issuance thereof, amend, ,amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness (including, without limitation, the Subordinated Indebtedness) if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, (A) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or payment, any prepayment or any redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed to the Borrower), Subordinated Indebtedness) or (cB) except in connection make (or give any notice with a refinancing respect thereto) any voluntary or optional payment, any prepayment or any redemption or acquisition for value of Indebtedness permitted under clause (a) hereofincluding without limitation, refund by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due); refund; refinance or exchange of any Subordinated Indebtedness, provided that the Borrower may use cash proceeds received from the issuance of common stock to prepay the Subordinated indebtedness or (except as provided in clause (aC) above) any other Indebtedness amend, modify or change its articles of incorporation (or offer to do so)corporate charter or other similar organizational document) or bylaws (or other similar document where such change would have a Material Adverse Effect.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to of its Subsidiaries to, (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, (A) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or payment, any prepayment or any redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed to Subordinated Indebtedness) or (B) make (or give any notice with respect thereto) any voluntary or optional payment, any prepayment or any redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the Borrowertrustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness or (cC) except in connection with a refinancing amend, modify or change its articles of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness incorporation (or offer to do so)corporate charter or other similar organizational document) or bylaws (or other similar document) where such change would have a Material Adverse Effect.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not, and will not permit any Consolidated Party to of its Subsidiaries to: (a) after the issuance thereof, amend, modify or refinance (or permit the amendment, modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with in respect theretothereof) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of the Senior Notes, Subordinated Debt (once issued), [the ▇▇▇▇▇ Note] or any other Existing Indebtedness provided that (other than Indebtedness owed I) the Borrower may Purchase Senior Notes (w) in an aggregate amount, at any time, equal to the BorrowerHoldback Proceeds at such time, (x) in an aggregate amount at the time of any such Purchase equal to the Available ECF Amount at the time of, but immediately prior to, such Purchase provided that at such time (i.e., immediately prior to such Purchase) the Holding Leverage Ratio is less than 5.00 to 1.0, (y) in an amount at the time of any such Purchase equal to the Available Equity Amount at the time of, but immediately prior to, such Purchase and (z) as otherwise consented to by the Required Banks and (II) the Borrower may pay Dividends to Holdings to permit it to purchase Discount Notes as provided for in Section 8.09(a); (b) amend or modify, or permit the amendment or modification of, any provisions of (x) any Senior Note Documents (except for Permitted Exit Amendments), or (y) any Subordinated Debt Documents and (z) the RF Credit Agreement; and/or (c) except amend, modify or change in connection any manner adverse to the interests of the Banks the Certificate of Incorporation (including, without limitation, by the filing of any certificate of designation) or By-Laws of the Borrower, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ or any agreement entered into by the Borrower, with a refinancing respect to its capital stock, or the Acquisition Documents or enter into any new agreement in any manner adverse to the interests of Indebtedness permitted under clause (a) hereofthe Banks with respect to the capital stock of the Borrower, refund ▇▇▇▇▇▇▇ or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so)▇▇▇▇▇▇▇▇.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not, and -------------------------------- will not permit any Consolidated Party to of its Subsidiaries to, (a) after the issuance thereof, amend, modify or refinance (or permit the amendmentmodify, modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change in any terms in a manner adverse to the issuer interests of such Indebtednessthe Lenders the Certificate of Incorporation (including, without limitation, by the filing of any certificate of designation) or By-Laws of the Borrower or any Subsidiary, or shorten any agreement entered into by the final maturity Borrower or average life any Subsidiary, with respect to maturity its capital stock, or require the Documents, or enter into any new agreement in any manner adverse to the interests of the Lenders with respect to the capital stock of the Borrower or any Subsidiary or (b) prepay any obligations under the Contingent Bonus Plan or any Indebtedness other than the Loans, the Existing Indebtedness or Indebtedness permitted pursuant to Section 8.04(c) or acquire or redeem any Indebtedness or --------------- (c) make any payment to be made sooner than originally scheduled under the Seller Notes or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent Contingent Bonus Plan unless (i) such Indebtednessthe Borrower has met the vesting requirements thereof as certified by the Borrower to the Agent, as so amended or modified, or (ii) with respect to the Indebtedness refinancing Contingent Bonus Plan only, such Indebtednesspayment is made on the last day of a fiscal quarter of the Borrower, as applicable(iii) with respect to the Contingent Bonus Plan only, in each case could be incurred under Section 8.1(eno Default or Event of Default has occurred and is continuing or would result therefrom and (iv) hereof with respect to the Contingent Bonus Plan only, at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value and after giving effect thereto the remainder of (including without limitationx) the lesser of the Total Revolving Commitment or the Borrowing Base minus (y) the sum of the Revolving Loans, by way Swingline Loans and Letter of depositing money or securities with Credit Outstandings shall be greater than $1,000,000 and the trustee with respect thereto before due for the purpose of paying when due) any other Indebtedness (other than Indebtedness owed Borrower shall have delivered a certification to the Borrower), or (c) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer Agent to do so)such effect.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to Subsidiary to, (a) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed Subordinated Debt, except that so long as there is no Default or Event of Default then in existence and subject to the Borrower)terms and provisions of the indenture or other document evidencing the Subordinated Debt, or (c) except the Borrower shall be entitled to pay interest and scheduled principal payments thereon in connection accordance with a refinancing the terms of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so)the Subordinated Debt.

Prepayments of Indebtedness, etc. The Credit Parties will Company and its Subsidiaries shall not permit any Consolidated Party to (a) after amend or modify the issuance thereof, amend, modify or refinance (or permit the amendment, modification or refinancing of) any other Indebtedness Credit Agreement if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer Company and its Subsidiaries, or change the definition of such Indebtedness, Consolidated Leverage Ratio (or any definitions included within the definition of Consolidated Leverage Ratio) or shorten the final maturity or average life increase the amount of the revolving credit commitment available to maturity be borrowed thereunder or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect the interest rate spread applicable thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) any other Indebtedness (other than Indebtedness owed to the Borrower), or (cb) except make any prepayment of principal of any Indebtedness (which shall not be deemed to include normal repayments in connection the ordinary course of business of amounts owed under the revolving credit facility under the Credit Agreement and shall not include any refinancings or replacements of the revolving credit facility under the Credit Agreement upon the scheduled maturity thereof with a refinancing replacement revolving credit facility in the same principal amount) or elect or agree to any reduction of Indebtedness permitted commitments or availability under clause any revolving credit facility unless, in either case, the Company or its Subsidiaries make a Pro Rata Prepayment on the Notes (aincluding the Make-Whole Amount with respect to such Pro Rata Prepayment) at the same time as it makes such prepayment of principal or reduces such commitments or availability. For the purposes hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so)."

Prepayments of Indebtedness, etc. The Credit None of the Consolidated Parties will not permit any Consolidated Party to (a) after the issuance thereof, amend, waive or modify or refinance (or permit the amendment, waiver or modification or refinancing of) any other of the terms, agreements, covenants or conditions of or applicable to any Indebtedness issued by such Consolidated Party if such amendment, waiver or modification or refinancing would add or change any terms terms, agreements, covenants or conditions in a manner adverse to the issuer of such Indebtednessany Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofdirectly or indirectly redeem, make (purchase, prepay, retire, defease or give otherwise acquire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) any other Indebtedness (other than Indebtedness owed to the BorrowerCredit Obligations), or set aside any funds for such purpose, whether such redemption, purchase, prepayment, retirement or acquisition is made at the option of any Consolidated Party or at the option of the holder thereof, and whether or not any such redemption, purchase, prepayment, retirement or acquisition is required under the term and conditions applicable to such Indebtedness, including, without limitation, any Indebtedness arising under the Senior Note Agreement and the Senior Notes or any Indebtedness arising under the Subordinated Note or (c) except release, cancel, compromise or forgive in connection with a refinancing of whole or in part the Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so)evidenced by the Intercompany Notes.

Prepayments of Indebtedness, etc. The (a) Other than with respect to Indebtedness arising under this Credit Agreement and the other Credit Documents, the Credit Parties will not permit any Consolidated Party to (a) to, after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, . (b) except in connection Other than with respect to Indebtedness arising under this Credit Agreement and the other Credit Documents, the Credit Parties will not permit any Consolidated Party to, during the existence of a refinancing Default or Event of Indebtedness permitted under clause (a) hereofDefault, or if a Default or Event of Default would be caused as a result thereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) any other Indebtedness (other than Indebtedness owed to the Borrower), or (c) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofrefund, refund refinance or exchange (except as provided in clause (a) above) of any other Indebtedness (or offer to do so)Indebtedness.