Common use of Limitation on Optional Payments and Modifications of Debt Instruments, etc Clause in Contracts

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the Senior Subordinated Notes, provided, that the Borrower may repurchase its Senior Subordinated Notes, so long as (i) after giving pro forma effect thereto (as certified to the Administrative Agent by a Responsible Officer prior to consummation of such acquisition), no Default or Event of Default shall have occurred and be continuing or would result therefrom (including, without limitation, pursuant to Section 7.1), (ii) after giving effect thereto and to the financing thereof, (x) the Consolidated Senior Leverage Ratio as at the end of the most recent period of four consecutive fiscal quarters for which the relevant financial information is available shall not exceed 3.75 to 1.0 and (y) the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and (iii) no more than $75,000,000 may expended in connection therewith during the term of this Agreement, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon and (ii) does not involve the payment of a consent fee) or (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds for any such payment, prepayment, repurchase or redemption (other than scheduled interest or principal payments not permitted to be made in kind) with respect to (i) the Senior Subordinated Notes, provided, that Notes (other than the Borrower may repurchase its exchange offer contemplated by the Senior Subordinated Notes, so long as (iNote Indenture) after giving pro forma effect thereto (as certified to the Administrative Agent by a Responsible Officer prior to consummation of such acquisition), no Default or Event of Default shall have occurred and be continuing or would result therefrom (including, without limitation, pursuant to Section 7.1), (ii) after giving effect thereto and to the financing thereof, (x) the Consolidated Senior Leverage Ratio as at the end any other instrument governing Indebtedness of the most recent period Company or any of four consecutive fiscal quarters its Subsidiaries (other than any Dealer Receivables Financing, the Existing Factoring Arrangements or the Trade Obligations) for which the relevant financial information is available shall not exceed 3.75 to 1.0 and an aggregate principal amount of $5,000,000 or more (y) the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and (iii) no more than $75,000,000 may expended in connection therewith during the term of this Agreementeach such instrument, an "Other Indebtedness Instrument"), (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of (i) any Other Indebtedness Instrument or (ii) the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any such amendment, modification, waiver or other change which (iA) would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon and thereon, (iiB) does not involve the payment of a consent feefee and (C) any amendment, modification or waiver which would not be adverse to the interests of the Administrative Agent or the Lenders), (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note IndentureIndenture or (d) amend its certificate of incorporation in any manner reasonably determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the Senior Subordinated Notes, provided, that Existing Notes (except with the Borrower may repurchase its Senior Subordinated Notes, so long as (i) after giving pro forma effect thereto (as certified to the Administrative Agent by a Responsible Officer prior to consummation proceeds of such acquisition), no Default or Event of Default shall have occurred and be continuing or would result therefrom (including, without limitation, subordinated Indebtedness incurred pursuant to Section 7.17.2(h)), the Senior Subordinated Indebtedness (ii) other than scheduled interest payments required to be made in cash), the promissory notes described in Section 7.2(m), or, at any time after giving effect thereto and to the financing thereof, (x) the Consolidated Senior Leverage Ratio as at the end completion of the most recent period Sisterco Merger, the Holdings Senior Indebtedness (except with the proceeds of four consecutive fiscal quarters for which the relevant financial information is available shall not exceed 3.75 Indebtedness incurred pursuant to 1.0 and (y) the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and (iii) no more than $75,000,000 may expended in connection therewith during the term of this AgreementSection 7.2(g)(ii)), (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Existing Notes or (except as previously agreed by the Borrower and the Administrative Agent), the Senior Subordinated Note Indenture Indebtedness, the promissory notes described in Section 7.2(m) or, at any time after completion of the Sisterco Merger, the Holdings Senior Indebtedness (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon and (ii) does not involve the payment of a consent fee) or ), (c) designate any Indebtedness as "Designated Senior Indebtedness" (or any similar term) for the purposes of the Senior Subordinated Note IndentureIndenture or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional payment, prepayment, repurchase repurchase, redemption or redemption defeasance of or otherwise defease or segregate funds with respect to the Senior Subordinated NotesNotes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash), provided, that except (i) in connection with the Borrower may repurchase its Senior Subordinated Notes, issuance of any refinancing Indebtedness permitted by Section 7.2(g)(ii) or Section 7.2(h)(ii) or from the proceeds of a substantially concurrent issuance of new common equity of Holdings and (ii) so long as (iA) no proceeds of Revolving Extensions of Credit are used to make such payment, prepayment, repurchase, redemption, defeasance or segregation of funds, except in aggregate amount not to exceed the portion of the Optional Payment Amount which has been applied to the prepayment of Revolving Credit Loans pursuant to Section 2.18(d) and (B) after giving pro forma effect thereto to such payment, prepayment, repurchase, redemption, defeasance or segregation of funds, (as certified I) the Consolidated Senior Leverage Ratio of Holdings is less than 2.00 to 1, (II) Holdings is in pro forma compliance with the Administrative Agent by a Responsible Officer prior to consummation of such acquisition), financial covenants set forth in Section 7.1 and (III) no Default or Event of Default shall have occurred and be continuing or would result therefrom (includingcontinuing, without limitation, pursuant to Section 7.1), (ii) after giving effect thereto and to in an aggregate amount since the financing thereof, (x) the Consolidated Senior Leverage Ratio as at the end of the most recent period of four consecutive fiscal quarters Closing Date for which the relevant financial information is available shall not exceed 3.75 to 1.0 and (y) the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and (iii) no more than $75,000,000 may expended in connection therewith during the term of this Agreement, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or Notes, the Senior Subordinated Note Indenture (other than Holdings Discount Debentures and any such amendment, modification, waiver or other change which (irefinancing Indebtedness permitted by Section 7.2(g)(ii) would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon and (iiSection 7.2(h)(ii) does not involve the payment of a consent fee) or (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes in excess of the Senior Subordinated Note Indenture.Optional Payment Amount;

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of of, or otherwise defease voluntarily or optionally defease, any Junior Debt or segregate funds with respect for any such payment, prepayment, repurchase, redemption or defeasance (other than any Permitted Refinancing (including successive refinancings)) other than (I) optional or voluntary payments, prepayments, repurchases, redemptions or defeasances of intercompany Indebtedness permitted under Section 7.02(b) or Section 7.02(d), (II) on any date outside of the Relief Period, optional or voluntary payments, prepayments, repurchases, redemption or defeasance of such Indebtedness in an aggregate amount not to exceed the Available Amount at such time (as determined immediately before giving effect to the Senior Subordinated Notesmaking of such payment, providedprepayment, that the Borrower may repurchase its Senior Subordinated Notesrepurchase, redemption or defeasance so long as as, in the case of this clause (a)(II), (i) after giving pro forma effect thereto (as certified to the Administrative Agent by a Responsible Officer prior to consummation of such acquisition), no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom (including, without limitation, pursuant to Section 7.1), and (ii) the Company would at the time of and immediately after giving effect thereto and to such voluntary payment, prepayment, repurchase, redemption or defeasance be in compliance with the financing thereofFinancial Covenants, (xIII) optional or voluntary payments, prepayments, repurchases, redemptions or defeasance of such Indebtedness in an aggregate amount not to exceed, together with all other such voluntary payments, prepayments, repurchases, redemptions or defeasance made pursuant to this clause (III) after the Amendment No. 5 Effective Date, the greater of $75 million and 3.25% of Consolidated Senior Total Assets, less the amounts used to make Restricted Payments under Section 7.06(i) after the Amendment No. 5 Effective Date, (IV) optional or voluntary payments, prepayments, repurchases, redemptions or defeasance of such Indebtedness made by exchange for, or out of the proceeds of, the sale (made within 90 days of such voluntary payments, prepayments, repurchases, redemptions or defeasance) of the Capital Stock of the Company, and (V) other voluntary payments, prepayments, repurchases, redemptions or defeasance of such Indebtedness so long as the Total Net Leverage Ratio would not exceed 2.00:1.00, determined on a Pro Forma Basis giving effect to such voluntary payments, prepayments, repurchases, redemptions or defeasance as at of the end last day of the most recent period recently ended Test Period; provided, that nothing herein shall restrict the Company or any of four consecutive fiscal quarters for which its Restricted Subsidiaries from making required payments of fees, customary “AHYDO” catch-up payments, and regularly scheduled payments of interest on any Junior Debt (provided that the relevant financial information is available payment of such fees and interest with respect to subordinated Indebtedness shall not exceed 3.75 be subject to 1.0 and (y) the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and (iii) no more than $75,000,000 may expended in connection therewith during the term of this Agreementsubordination provisions governing such Indebtedness), or (b) amend, modify, waive modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change tochange, to any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof or Junior Debt which would reduce the rate maturity or extend require any scheduled principal payments or prepayments or any mandatory prepayment, redemption or repurchase provisions or sinking fund obligations (except customary ones, including customary “AHYDO” catch-up payments and in the context of asset sales, casualty events or a change of control) to be made on a date for payment of interest thereon and (ii) does not involve prior to the payment of a consent fee) or (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note IndentureLatest Maturity Date then in effect.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the Senior Subordinated Notes, provided, that the Borrower may repurchase its Senior Subordinated Notes, so long as Company Zeros or the New Intermediate Holdco Notes (i) after giving pro forma effect thereto (as certified other than scheduled interest payments required to be made in cash and the Administrative Agent by a Responsible Officer prior to consummation of such acquisitionAHYDO Payment), no Default or Event of Default shall have occurred and be continuing or would result therefrom (including, without limitation, pursuant to Section 7.1), (ii) after giving effect thereto and to the financing thereof, (x) the Consolidated Senior Leverage Ratio as at the end of the most recent period of four consecutive fiscal quarters for which the relevant financial information is available shall not exceed 3.75 to 1.0 and (y) the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and (iii) no more than $75,000,000 may expended in connection therewith during the term of this Agreement, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or Notes, the Senior Subordinated Note Indenture Indenture, the Company Zeros, the Company Indenture, the New Intermediate Holdco Notes or the New Intermediate Holdco Note Purchase Agreement (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon and or (ii) does is not involve adverse in any respect to the payment interests of a consent feethe Lenders in the reasonable opinion of the Administrative Agent in its sole discretion) or (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make Except as permitted by Section 7.2(f), (g) or (o), make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of of, or otherwise defease voluntarily or segregate funds with respect to optionally defease, the Senior Subordinated Notes or the Senior Discount Notes (except that (i) the Borrower may repurchase or redeem the Senior Subordinated Notes, provided, that (ii) Holdings or the Borrower may repurchase its or redeem the Senior Discount Notes, provided that, the aggregate principal amount of the Senior Subordinated Notes, so long as Notes repurchased or redeemed after the Closing Date pursuant to clause (i) above plus the aggregate accreted amount of the Senior Discount Notes repurchased or redeemed after giving pro forma effect thereto (as certified to the Administrative Agent by a Responsible Officer prior to consummation of such acquisition), no Default or Event of Default shall have occurred and be continuing or would result therefrom (including, without limitation, Closing Date pursuant to Section 7.1), clause (ii) after giving effect thereto above shall not exceed the Applicable Amount at the time of, and immediately prior to the financing thereofmaking of, any such repurchase or redemption, (xiii) if at any time, the Consolidated Senior Secured Leverage Ratio as at the end of the most recent period of four consecutive fiscal quarters quarter end for which financial statements have been delivered to the relevant financial information Agents pursuant to Section 6.1 is available shall not exceed 3.75 less than 3.0 to 1.0 1.0, the Borrower may repurchase or redeem the Senior Subordinated Notes and (yiv) if at any time, the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and Consolidated Senior Secured Leverage Ratio as of the most recent quarter end for which financial statements have been delivered to the Agents pursuant to Section 6.1 is less than 2.5 to 1.0, Holdings or the Borrower may repurchase or redeem the Senior Discount Notes), or segregate funds (iii) no more than $75,000,000 may expended except in connection therewith during with a repurchase, redemption or defeasance permitted by the term preceding parenthetical) for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Parent, Holdings, Intermediate Holdings, the Borrower or any Class I Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of this Agreementany change in market value of the Senior Subordinated Notes, (b) amend, modify, waive modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture Discount Notes (other than any such amendment, modification, waiver or other change which (iA) would extend the maturity or reduce the amount of any payment of principal thereof or which would thereof, reduce the rate or extend the date for payment of interest thereon and or relax any covenant or other restriction applicable to the Parent, Holdings, Intermediate Holdings, the Borrower or any of its Class I Restricted Subsidiaries or add any Guarantor as a guarantor of the Senior Subordinated Notes, provided that such guarantee is subordinated in right of payment to the Guarantor’s guarantee of the Obligations to at least the same extent in all material respects as the obligations of the Borrower in respect of the Senior Subordinated Notes are subordinated to the Obligations or (B) does not require the consent of any holder of the Senior Subordinated Notes or Senior Discount Notes, as applicable, to (i) cure any ambiguity, defect or inconsistency or (ii) does not involve comply with the payment requirements of a consent fee) the SEC in order to effect or maintain the qualification of the Senior Subordinated Note Indenture or the Senior Discount Note Indenture, as the case may be, under the TIA (as defined in the applicable agreement)), (c) designate any Indebtedness (other than the Obligations) as "“Designated Senior Indebtedness" ” for the purposes of the Senior Subordinated Note IndentureIndenture or (d) amend its certificate of incorporation in any manner reasonably determined by the Administrative Agent to be material and adverse to the Lenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of of, or otherwise defease voluntarily or optionally defease, any Indebtedness, or segregate funds with respect to the Senior Subordinated Notesfor any such payment, providedprepayment, that repurchase, redemption or defeasance; provided that, the Borrower may repurchase its Senior prepay Indebtedness of the Borrower other than Permitted Subordinated Notes, Indebtedness in an aggregate amount not to exceed $750,000 so long as (i) both before and after giving pro forma effect thereto (as certified to the Administrative Agent by a Responsible Officer prior to consummation of such acquisition), prepayment no Default or Event of Default shall have has occurred and be is continuing or would result therefrom (including, without limitation, pursuant to and the Borrower is in compliance with the covenants set forth in Section 7.1), (ii) after giving effect thereto and to the financing thereof, (x) the Consolidated Senior Leverage Ratio as at the end of the most recent period of four consecutive fiscal quarters for which the relevant financial information is available shall not exceed 3.75 to 1.0 and (y) the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and (iii) no more than $75,000,000 may expended in connection therewith during the term of this Agreement7 on a pro-forma basis, (b) amend, modify, waive modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture any Indebtedness (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof or which would thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee) ), or (c) designate any Indebtedness of the Borrower or any of its Subsidiaries (other than the Obligations) as "“Designated Senior Indebtedness" ” for the purposes of the Senior any Permitted Subordinated Note IndentureIndebtedness.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of of, or otherwise defease voluntarily or optionally defease, any Indebtedness incurred pursuant to Section 7.02(j) or segregate funds with respect for any such payment, prepayment, repurchase, redemption or defeasance (other than any Permitted Refinancing) other than voluntary payments, prepayments, repurchases, redemption or defeasance of such Indebtedness in an aggregate amount not to exceed the Available Amount at such time (as determined immediately before giving effect to the Senior Subordinated Notesmaking of such payment, providedprepayment, that the Borrower may repurchase its Senior Subordinated Notesrepurchase, redemption or defeasance) so long as (iA) after giving pro forma effect thereto (as certified to the Administrative Agent by a Responsible Officer prior to consummation of such acquisition), no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom therefrom, (includingB) the Company would at the time of and immediately after giving effect to such payment, without limitationprepayment, repurchase, redemption or defeasance be in compliance with the Incurrence Financial Covenant, determined on a pro forma basis as of the last day of the most recently ended fiscal quarter for which the Company’s consolidated financial statement shall have been delivered hereunder and (C) prior to the making of such payment, the Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Company certifying compliance with preceding sub-clauses (A) and (B) and containing the calculations (in reasonable detail) required to establish compliance with preceding sub-clause (B); provided that nothing herein shall restrict the Company or any of its Subsidiaries from making required payments of fees and regularly scheduled payments of interest on any Indebtedness incurred pursuant to Section 7.17.02(j) (provided that the payment of such fees and interest with respect to subordinated Indebtedness shall be subject to the subordination provisions governing such Indebtedness), (ii) after giving effect thereto and to the financing thereof, (x) the Consolidated Senior Leverage Ratio as at the end of the most recent period of four consecutive fiscal quarters for which the relevant financial information is available shall not exceed 3.75 to 1.0 and (y) the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and (iii) no more than $75,000,000 may expended in connection therewith during the term of this Agreement, or (b) amend, modify, waive modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change tochange, to any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any such amendment, modification, waiver or other change which (iIndebtedness incurred pursuant to Section 7.02(j) would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate maturity or extend require any scheduled principal payments or prepayments or any mandatory prepayment, redemption or repurchase provisions or sinking fund obligations (except customary ones, including in the context of asset sales, casualty events or a change of control) to be made on a date prior to the date for payment of interest thereon and (ii) does not involve that is 90 days following the payment of a consent fee) or (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes later of the Senior Subordinated Note IndentureTerm Loan Maturity Date and the latest maturity date of any Incremental Term Loans.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of of, or otherwise defease voluntarily or optionally defease, the Superholdings Notes or any Permitted Ratio Debt, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance (except in each case in connection with respect any refinancing permitted by Section 7.2(f) or any refinancing of Permitted Ratio Debt that would permitted by Section 7.2(u)), or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Superholdings Notes or Permitted Ratio Debt; provided that, notwithstanding the foregoing provisions of this clause (a), subsequent to the Senior Subordinated NotesClosing Date, provided, that the Borrower may shall be permitted to repurchase its Senior Subordinated Notesor redeem Superholdings Notes or Permitted Ratio Debt (in an aggregate principal amount of up to (1) the Available Amount plus (2) $10,000,000, so long as (i) after giving pro forma effect thereto (as certified to the Administrative Agent by a Responsible Officer prior to consummation of each such acquisition)purchase, no Default or Event of Default shall have has occurred and be is continuing or would will result therefrom and the Consolidated Leverage Ratio of Superholdings does not exceed on a Pro Forma Basis (including, without limitation, determined as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 7.16.1(a) or (b), (iias applicable) after giving effect thereto and to the financing thereof, (x) the Consolidated Senior Leverage Ratio as at the end of the most recent period of four consecutive fiscal quarters for which the relevant financial information is available shall not exceed 3.75 to 1.0 and (y) the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and (iii) no more than $75,000,000 may expended in connection therewith during the term of this Agreement3.00:1:00, (b) amend, modify, waive modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Superholdings Notes or Permitted Ratio Debt that is material and adverse to the Senior Subordinated Note Indenture Lenders without the prior consent of the Administrative Agent (other than any such amendmentwith the approval of the Required Lenders); provided that nothing in this Section 7.9 shall prohibit the refinancing, modificationreplacement, waiver extensions or other change which (i) would extend modification of the maturity Superholdings Notes or reduce Permitted Ratio Debt to the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon and (ii) does not involve the payment of a consent fee) extent otherwise permitted by Section 7.02 or (c) designate amend its certificate of incorporation in any Indebtedness as "Designated Senior Indebtedness" for manner reasonably determined by the purposes of Administrative Agent to be material and adverse to the Senior Subordinated Note IndentureLenders.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the Senior Subordinated Notes, provided, that the Borrower may repurchase its Senior Subordinated Notes, so long as Notes (i) after giving pro forma effect thereto (as certified other than scheduled interest payments required to the Administrative Agent by a Responsible Officer prior to consummation of such acquisitionbe made in cash), no Default or Event of Default shall have occurred and be continuing or would result therefrom (including, without limitation, pursuant to Section 7.1), (ii) after giving effect thereto and to the financing thereof, (x) the Consolidated Senior Leverage Ratio as at the end of the most recent period of four consecutive fiscal quarters for which the relevant financial information is available shall not exceed 3.75 to 1.0 and (y) the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and (iii) no more than $75,000,000 may expended in connection therewith during the term of this Agreement, (b) amend, modify, waive or otherwise change, or consent or agree to any material amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon and (ii) does not involve the payment of a consent fee) or ), (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture.Indenture (other than the Indebtedness incurred under this Agreement) or (d) amend any terms of any capitalization or organizational documents (including in respect of Capital Stock) in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders; provided, however, that this Section 7.9 shall not prohibit the Borrower or any of its Affiliates from acquiring, from time to time, any of the Senior Notes which remain

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the Senior Subordinated Notes, provided, that the Parent Borrower may repurchase its Senior Subordinated Notes, so long as (i) after giving pro forma effect thereto (as certified to the Administrative Agent by a Responsible Officer of the Parent Borrower prior to consummation of such acquisition), no Default or Event of Default shall have occurred and be continuing or would result therefrom (including, without limitation, pursuant to Section 7.1), (ii) after giving effect thereto and to the financing thereof, (x) the Consolidated Senior Leverage Ratio as at the end of the most recent period of four consecutive fiscal quarters for which the relevant financial information is available shall not exceed 3.75 to 1.0 and (y) the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and (iii) no more than $75,000,000 may be expended in connection therewith during the term of this Agreement, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon and (ii) does not involve the payment of a consent fee) or (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional payment, prepayment, repurchase repurchase, redemption or redemption defeasance of or otherwise defease or segregate funds with respect to the Senior Subordinated Notes, providedthe Holdings Discount Notes, that the Borrower may repurchase its Existing Senior Subordinated NotesNotes or the Existing Holding Discount Debentures (other than scheduled interest payments required to be made in cash), except (i) in connection with the issuance of any refinancing Indebtedness permitted by Section 7.2(g)(ii) or Section 7.2(h)(ii) or from the proceeds of a substantially concurrent issuance of new common equity of Holdings and (ii) so long as (iA) no proceeds of Revolving Extensions of Credit or Incremental Revolving Extensions of Credit are used to make such payment, prepayment, repurchase, redemption, defeasance or segregation of funds, except in aggregate amount not to exceed the portion of the Optional Payment Amount which has been applied to the prepayment of Revolving Credit Loans pursuant to Section 2.18(d) and (B) after giving pro forma effect thereto to such payment, prepayment, repurchase, redemption, defeasance or segregation of funds, (as certified I) the Consolidated Senior Leverage Ratio of the Borrower is less than 2.00 to 1, (II) the Administrative Agent by a Responsible Officer prior to consummation of such acquisition), Borrower is in pro forma compliance with the financial covenants set forth in Section 7.1 and (III) no Default or Event of Default shall have occurred and be continuing or would result therefrom (includingcontinuing, without limitation, pursuant to Section 7.1), (ii) after giving effect thereto and to in an aggregate amount since the financing thereof, (x) the Consolidated Senior Leverage Ratio as at the end of the most recent period of four consecutive fiscal quarters Closing Date for which the relevant financial information is available shall not exceed 3.75 to 1.0 and (y) the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and (iii) no more than $75,000,000 may expended in connection therewith during the term of this Agreement, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or Notes, the Senior Subordinated Note Indenture (other than Holdings Discount Debentures and any such amendment, modification, waiver or other change which (irefinancing Indebtedness permitted by Section 7.2(g)(ii) would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon and (iiSection 7.2(h)(ii) does not involve the payment of a consent fee) or (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes in excess of the Senior Subordinated Note Indenture.Optional Payment Amount;