(a) Make or offer to make any optional or voluntary payment or prepayment of principal, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any unsecured Indebtedness or any Subordinated Indebtedness, other than (i) with the Declined Prepayment Amount to the extent that it has not otherwise been applied by the Borrower to make any payment of any other Indebtedness of the Group Members, (ii) intercompany Indebtedness among Loan Parties, (iii) intercompany Indebtedness among Subsidiaries that are not Loan Parties, (iv) payments by a Subsidiary that is not a Loan Party in respect of Indebtedness owed to a Loan Party, (v) any cash settlement elected to be delivered by the Borrower upon the conversion of Convertible Securities in accordance with its terms and (vi) in an amount equal to the Available Amount; provided that no payment of Subordinated Indebtedness (including any scheduled payments of principal or interest) shall be permitted if an Event of Default has occurred and is continuing or if such payment is otherwise in violation of the subordination provisions of such Subordinated Indebtedness; provided further that no payment of Subordinated Indebtedness (including any scheduled payments of principal or interest) shall be permitted pursuant to clause (vi) above unless immediately after giving effect to the making of such payment, the Consolidated First Lien Net Leverage Ratio shall be equal to or less than the ratio required pursuant to Section 7.1(a) for the most recently ended fiscal quarter, such compliance to be determined (x) on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.1(a) or (b).