Common use of Holding Company Restrictions Clause in Contracts

Holding Company Restrictions. (a) The Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity Date, without the written consent of the Required Lenders, except for (i) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the Media Holdings Discount Notes Indenture and any Refinancing Indebtedness thereof, (ii) intercompany Indebtedness incurred by any Holding Company and owing to the Borrower or any other Credit Party or any other Holding Company, (iii) the Indebtedness which may be required to be incurred by Holdings under the employment agreements described in Section 5.1(i) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash and any Refinancing Indebtedness, and (iv) in addition to any of the foregoing clauses (i), (ii) and (iii), non-cash Indebtedness incurred by any Holding Company after the repayment and retirement in full of the Media Holdings Discount Notes (and any Refinancing Indebtedness) so long as (1) no Default exists at the time of such incurrence or would result therefrom, (2) no installments of principal of such Holding Company Debt shall be payable (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise) earlier than the date six months after the Maturity Date (other than mandatory prepayments and mandatory offers to purchase that are no more burdensome on the Holding Companies, in any material respect, than the Media Holdings Discount Notes) and such Holding Company Debt may permit the payment of interest in kind or the accrual of cash interest (but shall not require interest to be paid in cash) through the date which is six months after the Maturity Date, (3) the covenants, events of default and mandatory prepayment requirements (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise), of such Holding Company Debt are not more restrictive in any material respect on the Borrower and its Subsidiaries than the covenants, events of default and mandatory prepayment requirements in the Loan Documents, (4) the aggregate principal amount of all such Holding Company Debt plus Indebtedness incurred under clause (i) above does not exceed $100,000,000 (valuing any Indebtedness issued at a discount at the amount of gross proceeds of the issuance thereof, and excluding, at any date of determination, the amount of any increase in the outstanding principal amount of such Indebtedness over the amount of such gross proceeds (i.e., accreted value) as a consequence of such Indebtedness being issued at discount) at any one time outstanding, (5) no Liens are created by the Borrower or any Subsidiary to secure such Indebtedness, (6) no Credit Party shall guaranty any such Holding Company Debt, and (7) the Borrower furnishes to the Administrative Agent on the date of such incurrence a certificate of a Financial Officer demonstrating in reasonable detail compliance with the foregoing conditions; provided that notwithstanding anything in the foregoing clause (iv) to the contrary, such Holding Company Debt incurred under this clause (iv) may permit the payment of interest thereon to be paid in kind or accrued (but not paid) in cash through the issuance of additional debt for the period from the date of issuance of such Holding Company Debt through the date that is six months after the Maturity Date.

Holding Company Restrictions. Except for (a) The the Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity Date, without the written consent of the Required Lenders, except for (i) the Indebtedness Company Debt incurred or to be incurred by Media Holdings I on or after March 20, 2001 pursuant to the Media Holdings Discount Notes Indenture and any Refinancing Indebtedness thereofSecurities Purchase Documents, (iib) intercompany Indebtedness incurred by any Holding Company and owing to Intermediate Holdings (and after the Intercompany Merger, such Indebtedness and other intercompany Indebtedness incurred by any Holding Company to the Borrower or any other Credit Party or any other Holding Company, ) and (iiic) the Indebtedness which may be required to be incurred by Holdings the Holding Company under the employment agreements described in Section 5.1(i) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash, the Holding Companies shall not create incur, assume or permit to exist any Indebtedness which requires the payment in cash and of any Refinancing Indebtednessprincipal or interest in respect thereof prior to March 31, and (iv) 2010 without the prior written consent of the Required Lenders. No Holding Company will purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any payment or prepayment of the principal of, or interest on, or any other amount owing in addition respect of, the Holdings Securities Purchase Documents, except, subject to the provisions of the Alta Subordination Agreement, to the extent required by the Holdings Securities Purchase Documents. No Holding Company will consent to any modification, supplement or waiver of any of the foregoing clauses provisions of the Holdings Securities Purchase Documents, the effect of which is to (i)) increase principal, interest, fees, reimbursements or other amounts payable with respect thereto or create any additional payment obligations thereunder, (ii) and accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii)) cause any covenants or other agreements to be more restrictive upon, non-cash Indebtedness incurred by or burdensome to, such Holding Company, in any Holding Company after respect materially adverse to the repayment and retirement in full of the Media Holdings Discount Notes (and any Refinancing Indebtedness) so long as (1) no Default exists at the time of such incurrence or would result therefromCredit Parties, (2iv) no installments alter any event of principal of such Holding Company Debt shall be payable (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise) earlier than default provisions contained in the date six months after the Maturity Date (other than mandatory prepayments and mandatory offers to purchase that are no more burdensome on the Holding Companies, Holdings Securities Purchase Documents in any material respect, than or (v) make any other change which could reasonably be expected to have a Material Adversely Effect, in each case, without the Media Holdings Discount Notes) and such Holding Company Debt may permit the payment of interest in kind or the accrual of cash interest (but shall not require interest to be paid in cash) through the date which is six months after the Maturity Date, (3) the covenants, events of default and mandatory prepayment requirements (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise), of such Holding Company Debt are not more restrictive in any material respect on the Borrower and its Subsidiaries than the covenants, events of default and mandatory prepayment requirements in the Loan Documents, (4) the aggregate principal amount of all such Holding Company Debt plus Indebtedness incurred under clause (i) above does not exceed $100,000,000 (valuing any Indebtedness issued at a discount at the amount of gross proceeds prior written consent of the issuance thereof, and excluding, at any date of determination, the amount of any increase in the outstanding principal amount of such Indebtedness over the amount of such gross proceeds (i.e., accreted value) as a consequence of such Indebtedness being issued at discount) at any one time outstanding, (5) no Liens are created by the Borrower Required Lenders or any Subsidiary to secure such Indebtedness, (6) no Credit Party shall guaranty any such Holding Company Debt, and (7) the Borrower furnishes to the Administrative Agent on their behalf except that (A) Holdings I may enter into and perform its obligations under the date of such incurrence a certificate of a Financial Officer demonstrating Holdings Amendment and (B) in reasonable detail compliance accordance with the foregoing conditions; provided that notwithstanding anything Holdings Amendment, may, on the Closing Date, exchange (x) the notes outstanding under the Holdings Securities Purchase Documents for new notes, in the foregoing clause (iv) form attached to the contraryHoldings Amendment, such and (y) the warrants issued pursuant to the Holdings Securities Purchase Documents for new warrants, in the form attached to the Holdings Amendment. Intermediate Holdings shall not conduct any business or own any assets other than holding all of the equity interests issued by the Borrower, cash and cash equivalents, any loans to Holdings I or any Credit Party, performing managerial functions relating to the businesses of the Credit Parties and entering into and performing its obligations under the Oaktree Note Purchase Documents, the Oaktree Redemption Agreement and the Basic Documents to which it is a party except that Intermediate Holdings may enter and perform the Intermediate Holdings Intercompany Note, the documents relating to the Intercompany Merger and may merge with and into the Borrower in accordance with the provisions of Section 7.4(g). Holdings I shall not conduct any business or own any assets other than holding all of the equity interests issued by Intermediate Holdings, or, after the Intercompany Merger, all of the equity interests issued by the Borrower (or, if a new Holding Company Debt incurred under this clause (iv) may permit is created after the payment Closing Date, all of interest thereon to be paid in kind or accrued (but not paid) in cash through the issuance of additional debt for the period from the date of issuance equity interests of such Holding Company Debt through Company), cash and cash equivalents, performing managerial functions relating to the date that businesses of the Credit Parties and entering into and performing its obligations under the Holdings Securities Purchase Documents, the other Basic Documents to which it is six months a party, the key employee agreements to which it is a party (and service agreements with any Credit Party relating to such employment agreements), the intercreditor and subordination agreement referred to in the last sentence of this Section 7.15, making distributions or loans to its shareholders with the proceeds of Permitted Shareholder Tax Distributions or Permitted Holdings Tax Distributions, and forgiving or canceling any such loans or any other loans to its Affiliates. Intermediate Holdings (or after the Maturity Datemerger of Intermediate Holdings with and into the Borrower in accordance with Section 7.4(g), Holdings I) shall not pledge, encumber or hypothecate any of the capital stock of the Borrower. Holdings I will not consent to any modification, supplement or waiver of any of the provisions of the Intercreditor and Subordination Agreement dated as of March 20, 2001 among Holdings I, Alta and Oaktree, except pursuant to the Holdings Amendment, without the prior written consent of the Administrative Agent in its sole discretion.

Holding Company Restrictions. Except for (a) The the Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity Date, without the written consent of the Required Lenders, except for (i) the Indebtedness Company Debt incurred or to be incurred by (i) Holdings I pursuant to the Holdings Securities Purchase Documents and (ii) Media Holdings on or after the Second Amendment Effective Date pursuant to the Media Holdings Discount Notes Indenture Indenture, the net cash proceeds of which additional Indebtedness shall be contributed as capital to the Borrower and any Refinancing Indebtedness thereofshall be applied to the Loans in accordance with Section 2.10(b)(iv), (iib) intercompany Indebtedness incurred by any Holding Company and owing to the Borrower or any other Credit Party or any other Holding Company, Company and (iiic) the Indebtedness which may be required to be incurred by Holdings I under the employment agreement of Winter Xxxxxx dated December 18, 2002, by and between Holdings I and Winter Xxxxxx, the employment agreement dated as of March 21, 2003, by and between the Borrower and Xxxxx Xxxx and the employment agreements described in Section 5.1(i) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash, the Holding Companies shall not create incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to March 31, 2010 without the prior written consent of the Required Lenders. No Holding Company will purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any payment or prepayment of the principal of, or interest on, or any other amount owing in respect of, (x) the Holdings Securities Purchase Documents, except , subject to the provisions of the Alta Subordination Agreement, to the extent required by the Holdings Securities Purchase Documents or (y) the Media Holdings Discount Notes, except to the extent (1) required by the Media Holdings Discount Notes Indenture (for the avoidance of doubt any cash interest payments which may become due prior to October 15, 2008 as a result of any election to make cash interest payments with respect to the Media Holdings Discount Notes shall not be deemed to be a payment of interest required by the Media Holdings Discount Notes Indenture) or (2) if no Default shall have occurred and be continuing, permitted by the Media Holdings Discount Notes Indenture. No Holding Company will consent to any Refinancing Indebtednessmodification, and (iv) in addition to supplement or waiver of any of the foregoing clauses (i), (ii) and (iii), non-cash Indebtedness incurred by any Holding Company after the repayment and retirement in full provisions of the Media Holdings Discount Notes Indenture or the Holdings Securities Purchase Documents, the effect of which is to (and i) increase principal, interest, fees, reimbursements or other amounts payable with respect thereto or create any Refinancing Indebtedness) so long as (1) no Default exists at the time of such incurrence or would result therefromadditional payment obligations thereunder, (2ii) no installments accelerate any scheduled or otherwise required payments of principal principal, interest, fees, reimbursements or other amounts, (iii) cause any amount of interest payable ‘in kind” to be payable in cash, (iv) cause any covenants or other agreements to be more restrictive upon, or burdensome to, such Holding Company Debt shall be payable Company, in any respect materially adverse to the Credit Parties, (whether by sinking fund payments, mandatory redemptions v) alter any event of default provisions contained in the Media Holdings Discount Notes Indenture or repurchases or otherwise) earlier than the date six months after the Maturity Date (other than mandatory prepayments and mandatory offers to purchase that are no more burdensome on the Holding Companies, Holdings Securities Purchase Documents in any material respect, than or (vi) make any other change which could reasonably be expected to have a Material Adverse Effect, in each case, without the prior written consent of the Required Lenders or the Administrative Agent on their behalf except that (A) Holdings I may enter into and perform its obligations under the Holdings Amendment and the Holdings Second Amendment, (B) in accordance with the Holdings Amendment, may, on the Closing Date, exchange (x) the notes outstanding under the Holdings Securities Purchase Documents for new notes, in the form attached to the Holdings Amendment, and (y) the warrants issued pursuant to the Holdings Securities Purchase Documents for new warrants, in the form attached to the Holdings Amendment, and (C) in accordance with the Holdings Second Amendment, may, on the Second Amendment Effective Date, issue allonges to the notes and allonges to the warrants, in each case in the form attached to the Holdings Second Amendment. Media Holdings Discount Notes) and such Holding Company Debt may permit the payment of interest in kind or the accrual of cash interest (but shall not require interest to be paid in cash) through the date which is six months after the Maturity Date, (3) the covenants, events of default and mandatory prepayment requirements (whether by sinking fund payments, mandatory redemptions conduct any business or repurchases or otherwise), of such Holding Company Debt are not more restrictive in own any material respect on the Borrower and its Subsidiaries assets other than the covenants, events of default and mandatory prepayment requirements in the Loan Documents, (4) the aggregate principal amount of holding all such Holding Company Debt plus Indebtedness incurred under clause (i) above does not exceed $100,000,000 (valuing any Indebtedness issued at a discount at the amount of gross proceeds of the issuance thereof, and excluding, at any date of determination, the amount of any increase in the outstanding principal amount of such Indebtedness over the amount of such gross proceeds (i.e., accreted value) as a consequence of such Indebtedness being equity interests issued at discount) at any one time outstanding, (5) no Liens are created by the Borrower or any Subsidiary other Holding Company, cash and cash equivalents, any loans to secure such Indebtedness, (6) no Credit Party shall guaranty or from any such other Holding Company Debtor any Credit Party, and (7) the Borrower furnishes or any loans to any shareholder of Holdings I, performing managerial functions relating to the Administrative Agent on businesses of the date Credit Parties and entering into and performing its obligations under the Media Holdings Discount Notes Indenture, the Assignment and Exchange Agreement and the Basic Documents to which it is a party. Holdings I shall not conduct any business or own any assets other than holding all of such incurrence the equity interests issued by Media Holdings (or, if a certificate of a Financial Officer demonstrating in reasonable detail compliance with the foregoing conditions; provided that notwithstanding anything in the foregoing clause (iv) to the contrary, such new Holding Company Debt incurred under this clause (iv) may permit is created after the payment Closing Date, all of interest thereon to be paid in kind or accrued (but not paid) in cash through the issuance of additional debt for the period from the date of issuance equity interests of such Holding Company Debt through to the date that extent applicable), cash and cash equivalents, any loans to or from any other Holding Company or any Credit Party or any loans to any shareholder of Holdings I, performing managerial functions relating to the businesses of the Credit Parties and entering into and performing its obligations under the Holdings Securities Purchase Documents, the Assignment and Exchange Agreement, the Basic Documents to which it is six months after a party, the Maturity Datekey employee agreements to which it is a party (and service agreements with any Credit Party relating to such employment agreements), the intercreditor and subordination agreement referred to in the last sentence of this Section 7.15, making distributions or loans to its shareholders with the proceeds of Permitted Shareholder Tax Distributions or Permitted Holdings Tax Distributions, and forgiving or canceling any such loans or any other loans to its Affiliates. Media Holdings shall not pledge, encumber or hypothecate any of the capital stock of the Borrower. Holdings I will not consent to any modification, supplement or waiver of any of the provisions of the Intercreditor and Subordination Agreement dated as of March 20, 2001 among Holdings I, Alta and Oaktree, except pursuant to the Holdings Amendment and the Holdings Second Amendment, without the prior written consent of the Administrative Agent in its sole discretion.

Holding Company Restrictions. (a) The Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity DateSeptember 30, 2012, without the written consent of the Required Lenders, except for (i) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the Media Holdings Discount Notes Indenture and any Refinancing Indebtedness thereof, (ii) intercompany Indebtedness incurred by any Holding Company and owing to the Borrower or any other Credit Party or any other Holding Company, (iii) the Indebtedness which may be required to be incurred by Holdings under the employment agreements described in Section 5.1(i5.1(h) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash and any Refinancing Indebtedness, and (iv) in addition to any of the foregoing clauses (i), (ii) and (iii), non-cash Indebtedness incurred by any Holding Company after the repayment and retirement in full of the Media Holdings Discount Notes date hereof (and any Refinancing Indebtedness) so long as (1) no Default exists at the time of such incurrence or would result therefrom, (2) no installments of principal of such Holding Company Debt shall be payable (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise) earlier than the date six months after the Revolving Credit Maturity Date (other than mandatory prepayments and mandatory offers to purchase that are no more burdensome on the Holding Companies, in any material respect, than the Media Holdings Discount Notes) and such Holding Company Debt may permit the payment of interest in kind or the accrual of cash interest (but shall not require interest to be paid in cash) through the date which is six months after the Maturity Date), (3) the covenants, events of default and mandatory prepayment requirements (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise), of such Holding Company Debt are not more restrictive in any material respect on the Borrower and its Subsidiaries than the covenants, events of default and mandatory prepayment requirements in the Loan Documents, (4) the aggregate principal amount of all such Holding Company Debt plus Indebtedness incurred under clause (i) above does not exceed $100,000,000 (valuing any Indebtedness issued at a discount at the amount of gross proceeds of the issuance thereof, and excluding, at any date of determination, the amount of any increase in the outstanding principal amount of such Indebtedness over the amount of such gross proceeds (i.e., accreted value) as a consequence of such Indebtedness being issued at discount) at any one time outstanding, (5) no Liens are created by the Borrower or any Subsidiary to secure such Indebtedness, (6) no Credit Party shall guaranty any such Holding Company Debt, and (7) the Borrower furnishes to the Administrative Agent on the date of such incurrence a certificate of a Financial Officer demonstrating in reasonable detail compliance with the foregoing conditions; provided that notwithstanding anything in the foregoing clause (iv) to the contrary, such Holding Company Debt incurred under this clause (iv) may permit the payment of interest thereon to be paid in kind or accrued (but not paid) in cash through the issuance of additional debt for the period from the date of issuance of such Holding Company Debt through the date that is six months after the Maturity Date.

Holding Company Restrictions. (a) The Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity DateMarch 31, 2011, without the written consent of the Required Lenders, except for (i) the Indebtedness incurred or to be incurred by (A) Holdings pursuant to the Holdings Securities Purchase Documents and (B) Media Holdings pursuant to the Media Holdings Discount Notes Indenture Indenture, the net cash proceeds of which additional Indebtedness incurred after the Closing Date shall be contributed as capital to the Borrower and shall be applied to the Loans in accordance with Section 2.11(b)(v) and any Refinancing Indebtedness thereofIndebtedness, (ii) intercompany Indebtedness incurred by any Holding Company and owing to the Borrower or any other Credit Party or any other Holding Company, (iii) the Indebtedness which may be required to be incurred by Holdings under the employment agreements agreement described in Section 5.1(i5.1(h) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash and any Refinancing Indebtedness, and (iv) in addition to any of the foregoing clauses (i), (ii) and (iii), non-cash Indebtedness incurred by any Holding Company after the repayment and retirement in full of the Media Holdings Discount Notes date hereof (and any Refinancing Indebtedness) so long as (1) no Default exists at the time of such incurrence or would result therefrom, (2) no installments of principal of such Holding Company Debt shall be payable (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise) earlier than the date six months after the Maturity Date (other than mandatory prepayments and mandatory offers to purchase that are no more burdensome on the Holding Companies, in any material respect, than the Media Holdings Discount Notes) and such Holding Company Debt may permit the payment of interest in kind or the accrual of cash interest (but shall not require interest to be paid in cash) through the date which is six months after the Revolving Credit Maturity Date, (3) the covenants, events of default and mandatory prepayment requirements (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise), of such Holding Company Debt are not more restrictive in any material respect on the Borrower and its Subsidiaries than the covenants, events of default and mandatory prepayment requirements in the Loan Documents, (4) the aggregate principal amount of all such Holding Company Debt plus Indebtedness (and any Refinancing Indebtedness) incurred under clause (i) above after the date hereof does not exceed $100,000,000 (valuing any Indebtedness issued at a discount at the amount of gross proceeds of the issuance thereof, and excluding, at any date of determination, the amount of any increase in the outstanding principal amount of such Indebtedness over the amount of such gross proceeds (i.e., accreted value) as a consequence of such Indebtedness being issued at discount) 25,000,000 at any one time outstanding, (5) no Liens are created by the Borrower or any Subsidiary to secure such Indebtedness, (6) no Credit Party shall guaranty any such Holding Company Debt, and (7) the Borrower furnishes to the Administrative Agent on the date of such incurrence a certificate of a Financial Officer demonstrating in reasonable detail compliance with the foregoing conditions; provided that notwithstanding anything in the foregoing clause (iv) to the contrary, such Holding Company Debt incurred under this clause (iv) may permit the payment of interest thereon to be paid in kind or accrued (but not paid) in cash through the issuance of additional debt for the period from the date of issuance of such Holding Company Debt through the date that is six months after the Maturity Date.

Holding Company Restrictions. (a) The Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity DateSeptember 30, 2012, without the written consent of the Required Lenders, except for (i) the Indebtedness incurred or to be incurred by (A) Holdings pursuant to the Holdings Securities Purchase Documents and any Refinancing Indebtedness thereof and (B) Media Holdings pursuant to the Media Holdings Discount Notes Indenture and any Refinancing Indebtedness thereof, (ii) intercompany Indebtedness incurred by any Holding Company and owing to the Borrower or any other Credit Party or any other Holding Company, (iii) the Indebtedness which may be required to be incurred by Holdings under the employment agreements described in Section 5.1(i5.1(h) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash and any Refinancing Indebtedness, and (iv) in addition to any of the foregoing clauses (i), (ii) and (iii), non-cash Indebtedness incurred by any Holding Company after the repayment and retirement in full of the Media Holdings Discount Notes date hereof (and any Refinancing Indebtedness) so long as (1) no Default exists at the time of such incurrence or would result therefrom, (2) no installments of principal of such Holding Company Debt shall be payable (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise) earlier than the date six months after the Maturity Date (other than mandatory prepayments and mandatory offers to purchase that are no more burdensome on the Holding Companies, in any material respect, than the Media Holdings Discount Notes) and such Holding Company Debt may permit the payment of interest in kind or the accrual of cash interest (but shall not require interest to be paid in cash) through the date which is six months after the Revolving Credit Maturity Date, (3) the covenants, events of default and mandatory prepayment requirements (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise), of such Holding Company Debt are not more restrictive in any material respect on the Borrower and its Subsidiaries than the covenants, events of default and mandatory prepayment requirements in the Loan Documents, (4) the aggregate principal amount of all such Holding Company Debt plus Indebtedness (and any Refinancing Indebtedness) incurred under clause (i) above after the date hereof does not exceed $100,000,000 (valuing any Indebtedness issued at a discount at the amount of gross proceeds of the issuance thereof, and excluding, at any date of determination, the amount of any increase in the outstanding principal amount of such Indebtedness over the amount of such gross proceeds (i.e., accreted value) as a consequence of such Indebtedness being issued at discount) 25,000,000 at any one time outstanding, (5) no Liens are created by the Borrower or any Subsidiary to secure such Indebtedness, (6) no Credit Party shall guaranty any such Holding Company Debt, and (7) the Borrower furnishes to the Administrative Agent on the date of such incurrence a certificate of a Financial Officer demonstrating in reasonable detail compliance with the foregoing conditions; provided that notwithstanding anything in the foregoing clause (iv) to the contrary, such Holding Company Debt incurred under this clause (iv) may permit the payment of interest thereon to be paid in kind or accrued (but not paid) in cash through the issuance of additional debt for the period from the date of issuance of such Holding Company Debt through the date that is six months after the Maturity Date.