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 or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Notes or the 10.125% Senior Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, 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 Senior Notes or the 10.125% Senior Notes, (b) except as contemplated in connection with the Refinancing, amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Existing Convertible Notes or the 10.125% Senior Notes to the extent that any such amendment, modification, waiver or other change would shorten the maturity or increase the amount of any payment of principal thereof, increase the rate or shorten the date for payment of interest thereon or make any covenant or other restriction applicable to the Borrower or any of its Subsidiaries materially more restrictive) or (c) amend its certificate of incorporation in any manner adverse to the Administrative Agent or the Lenders. For the avoidance of doubt, each of the parties hereto hereby acknowledge and agree that the provisions of this Section 7.9 shall not apply to any prepayment of the Existing Convertible Notes in connection with the Refinancing.

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, or otherwise voluntarily or optionally defease, the New Senior Notes or the 10.125% Senior NotesRevolver, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasancedefeasance thereof, 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 New Senior Notes or the 10.125% Senior Notes, (b) except as contemplated in connection with the Refinancing, amend, modify Revolver or otherwise change, or (b) consent or agree to any amendment, modification, waiver or other change to, any of the terms of the New Senior NotesRevolver that (i) has the effect of (A) increasing (1) the interest rate margin specified therein by more than 1.00 percentage point above the applicable index rate or (2) the commitment amount under the New Senior Revolver, the Existing Convertible Notes or the 10.125% Senior Notes to the extent that (B) increasing any such amendment, modification, waiver or other change would shorten the maturity or increase the amount material respect any monetary obligations of any payment Loan Party under the New Senior Revolver, (C) shortening the scheduled maturity date of principal thereofthe New Senior Revolver, increase (D) changing the rate nature or shorten number of the date for payment of interest thereon default provisions thereunder, or make (E) making any covenant or other restriction thereunder applicable to the Borrower or any of its Subsidiaries materially more restrictive) , or (cii) amend its certificate involves the payment of incorporation in any manner adverse to the Administrative Agent or the Lenders. For the avoidance of doubt, each of the parties hereto hereby acknowledge and agree a consent fee) provided that the provisions of covenants set forth in this Section 7.9 clause (b) shall not apply to any prepayment amendment, modification, waiver or other change to any replacement New Senior Revolver under which the aggregate commitment of the Existing Convertible Notes in connection with the Refinancinglenders thereunder is $5,000,000 or less.

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, or otherwise voluntarily or optionally defease, the Senior Notes or the 10.125% Senior Subordinated Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasancedefeasance (except in each case in connection with any refinancing permitted by Section 7.2(f)), 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 Senior Subordinated Notes; provided that, notwithstanding the foregoing provisions of this clause (a), the Borrower shall be permitted to repurchase Senior Subordinated Notes in an aggregate principal amount of up to $75,000,000 subsequent to the Closing Date so long as after giving pro forma effect to each such purchase, the Consolidated Senior Leverage Ratio would be less than or the 10.125% Senior Notesequal to 2.00:1:00, (b) except as contemplated in connection with the Refinancing, amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Existing Convertible Subordinated Notes or the 10.125% Senior Notes to the extent that (other than any such amendment, modification, waiver or other change which (i) would shorten extend the maturity or increase reduce the amount of any payment of principal thereof, increase reduce the rate or shorten extend the date for payment of interest thereon or make relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries materially more restrictiveand (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness (other than the Obligations) as “Designated Senior Indebtedness” for the purposes of the Senior Subordinated Note Indenture or (cd) amend its certificate of incorporation in any manner reasonably determined by the Administrative Agent to be adverse to the Administrative Agent or the Lenders. For the avoidance of doubt, each of the parties hereto hereby acknowledge and agree that the provisions of this Section 7.9 shall not apply to any prepayment of the Existing Convertible Notes in connection with the Refinancing.

Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make At any time when the Total Extensions of Credit equal or exceed $25,000,000, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Notes Notes, the Senior Floating Rate Notes, any Refinancing Debt or the 10.125% Senior Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasancedefeasance (in each case other than with proceeds of any Refinancing Debt), 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 Senior Notes Notes, the Senior Floating Rate Notes, any Refinancing Debt or the 10.125% Senior Notes, (b) except as contemplated in connection with the Refinancing, amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Existing Convertible Notes Senior Floating Rate Notes, any Refinancing Debt or the 10.125% Senior Notes to the extent that any such amendment, modification, waiver or other change would shorten the maturity or increase the amount of any payment of principal thereof, increase the rate or shorten the date for payment of interest thereon or make any covenant or other restriction applicable to the Borrower or any of its Subsidiaries materially more restrictive) or (c) amend its certificate of incorporation in any manner adverse to the Administrative Agent or the Lenders. For the avoidance of doubt, each of the parties hereto hereby acknowledge and agree that the provisions of this Section 7.9 shall not apply to any prepayment of the Existing Convertible Notes in connection with the Refinancing.

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, or otherwise voluntarily or optionally defease, any Subordinated Note, the Senior Notes Interim Loan Facility or the 10.125% Senior NotesAutoNation Subordinated Debt (other than (i) any refinancing of the Interim Loan Facility with the issuance of senior notes (which may be sold in a public offering or private placement) or other refinancing, in each case on terms no less favorable to the Lenders than the terms under the Interim Loan Facility and (ii) any refinancing of Indebtedness of the Borrower pursuant to the General Motors Letter of Credit Documentation on terms no less favorable to Lenders than the terms contained hereunder), or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, 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 Senior Notes Interim Loan Facility or the 10.125% Senior Notes, (b) except as contemplated in connection with the Refinancing, amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notesany Subordinated Note, the Existing Convertible Notes Interim Facility Loan Documentation or the 10.125% Senior Notes to the extent that AutoNation Subordinated Debt (other than any such amendment, modification, waiver or other change which (i) would shorten extend the maturity or increase reduce the amount of any payment of principal thereof, increase reduce the rate or shorten extend the date for payment of interest thereon or make relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries materially more restrictiveand (ii) or (c) amend its certificate does not involve the payment of incorporation in any manner adverse to the Administrative Agent or the Lenders. For the avoidance of doubt, each of the parties hereto hereby acknowledge and agree that the provisions of this Section 7.9 shall not apply to any prepayment of the Existing Convertible Notes in connection with the Refinancinga consent fee).

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, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes or the 10.125% Senior Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating Holdings, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or the 10.125% Senior Notes, (b) except as contemplated in connection with repurchase or redeem any or all of the RefinancingSenior Notes or the Senior Subordinated Notes upon occurrence of a Specified Change of Control, (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Existing Convertible Subordinated Notes or the 10.125% Senior Notes to the extent that (other than any such amendment, modification, waiver or other change which (i) would shorten extend the maturity or increase reduce the amount of any payment of principal thereof, increase reduce the rate or shorten extend the date for payment of interest thereon or make relax any covenant or other restriction applicable to Holdings, the Borrower or any of its Subsidiaries materially more restrictiveand (ii) does not involve the payment of a consent fee), (d) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture or (ce) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Administrative Agent or the Lenders. For the avoidance of doubt, each of the parties hereto hereby acknowledge and agree that the provisions of this Section 7.9 shall not apply to any prepayment of the Existing Convertible Notes in connection with the Refinancing.

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, or otherwise voluntarily or optionally defease, the Senior Notes Subordinated Notes, the Seller Note, any Seller Subordinated Debt or the 10.125% Senior Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating obligations of the Borrower or under any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Notes or the 10.125% Senior NotesAcquisition Agreements, (b) except as contemplated in connection with the Refinancing, amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Forexxx Xxxordination Agreement, the Acquisition Agreements (or any subordination provisions related thereto), the Senior Subordinated Notes, the Existing Convertible Notes any Seller Subordinated Debt or the 10.125% Senior Notes to the extent that Seller Note (other than any such amendment, modification, waiver or other change which (i) would shorten extend the maturity or increase reduce the amount of any payment of principal thereof, increase reduce the rate or shorten extend the date for payment of interest thereon or make relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries materially more restrictiveand (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" (or any equivalent designation) for the purposes of the Senior Subordinated Note Indenture or (cd) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Administrative Agent or the Lenders. For the avoidance of doubt, each of the parties hereto hereby acknowledge and agree that the provisions of this Section 7.9 shall not apply to any prepayment of the Existing Convertible Notes in connection with the Refinancing.