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 any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise 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 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 Closing Date, the Borrower shall be permitted to repurchase or 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 after giving effect to each such purchase, no Default or Event of Default has occurred and is continuing or will result therefrom and the Consolidated Leverage Ratio of Superholdings does not exceed on a Pro Forma Basis (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 6.1(a) or (b), as applicable) 3.00:1:00, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Superholdings Notes or Permitted Ratio Debt that is material and adverse to the Lenders without the prior consent of the Administrative Agent (with the approval of the Required Lenders); provided that nothing in this Section 7.9 shall prohibit the refinancing, replacement, extensions or other modification of the Superholdings Notes or Permitted Ratio Debt to the extent otherwise permitted by Section 7.02 or (c) 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, or otherwise voluntarily or optionally defease, the Superholdings Notes or any Permitted Ratio Debt, Junior Debt or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance (except in each case in connection with other than any refinancing Permitted Refinancing (including successive refinancings)) other than (I) optional or voluntary payments, prepayments, repurchases, redemptions or defeasances of intercompany Indebtedness permitted by under Section 7.2(f7.02(b) or any refinancing of Permitted Ratio Debt that would permitted by Section 7.2(u)7.02(d), and, (II) optional or enter into any derivative voluntary payments, prepayments, repurchases, redemption or other transaction with any Derivatives Counterparty obligating defeasance of such Indebtedness in an aggregate amount not to exceed the Borrower Available Amount at such time (as determined immediately before giving effect to the making of such payment, prepayment, repurchase, redemption or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change defeasance) so long as, in market value of the Superholdings Notes or Permitted Ratio Debt; provided that, notwithstanding the foregoing provisions case of this clause (aa)(II), subsequent to the Closing Date, the Borrower shall be permitted to repurchase or redeem Superholdings Notes or Permitted Ratio Debt (in an aggregate principal amount of up to (1i) the Available Amount plus (2) $10,000,000, so long as after giving effect to each such purchase, no Default or Event of Default has occurred and is continuing then exists or will would result therefrom and (ii) the Company would at the time of and immediately after giving effect to such voluntary payment, prepayment, repurchase, redemption or defeasance be in compliance with the Financial Covenants, (III) 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 (iIII ) after the Interest Coverage Ratio Covenant and Amendment No. 5 Effective Date, the greater of $75 million and 3.25% of Consolidated Total Assets, less the amounts used to make Restricted Payments under Section 7.06(iii) aafter 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 of Superholdings does ofwould not exceed greater thanexceed 2.00 to :1.00, in each case, determined on a Pro Forma Basis (determined giving effect to such voluntary payments, prepayments, repurchases, redemptions or defeasance as of the last day of the most recently ended Test Period for which financial statements were Period; provided, that nothing herein shall restrict the Company or any of 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 payment of such fees and interest with respect to have been delivered pursuant subordinated Indebtedness shall be subject to Section 6.1(a) or (bthe subordination provisions governing such Indebtedness), as applicable) 3.00:1:00, or (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change tochange, to any of the terms of any Junior Debt which would reduce the Superholdings Notes maturity or Permitted Ratio Debt that is material 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 adverse in the context of asset sales, casualty events or a change of control) to be made on a date prior to the Lenders without the prior consent of the Administrative Agent (with the approval of the Required Lenders); provided that nothing Latest Maturity Date then in this Section 7.9 shall prohibit the refinancing, replacement, extensions or other modification of the Superholdings Notes or Permitted Ratio Debt to the extent otherwise permitted by Section 7.02 or (c) amend its certificate of incorporation in any manner reasonably determined by the Administrative Agent to be material and adverse to the Lenderseffect.

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, or otherwise voluntarily or optionally defease, the Superholdings Senior Subordinated Notes or the Senior Discount Notes (except that (i) the Borrower may repurchase or redeem the Senior Subordinated Notes, (ii) Holdings or the Borrower may repurchase or redeem the Senior Discount Notes, provided that, the aggregate principal amount of the Senior Subordinated 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 the Closing Date pursuant to clause (ii) above shall not exceed the Applicable Amount at the time of, and immediately prior to the making of, any Permitted such repurchase or redemption, (iii) if at any time, the Consolidated Senior Secured Leverage Ratio Debtas of the most recent quarter end for which financial statements have been delivered to the Agents pursuant to Section 6.1 is less than 3.0 to 1.0, the Borrower may repurchase or redeem the Senior Subordinated Notes and (iv) if at any time, the 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 (except in connection with a repurchase, redemption or defeasance permitted by the preceding parenthetical) for any such payment, prepayment, repurchase, redemption or defeasance (except in each case in connection with any refinancing permitted by Section 7.2(f) or any refinancing of Permitted Ratio Debt that would permitted by Section 7.2(u))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 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 Closing Date, the Borrower shall be permitted to repurchase or 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 after giving effect to each such purchase, no Default or Event of Default has occurred and is continuing or will result therefrom and the Consolidated Leverage Ratio of Superholdings does not exceed on a Pro Forma Basis (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 6.1(a) or (b), as applicable) 3.00:1:00Senior Subordinated Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Superholdings Senior Subordinated Notes or Permitted Ratio Debt that is material and adverse the Senior Discount Notes (other than any such amendment, modification, waiver or other change which (A) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Lenders without Parent, Holdings, Intermediate Holdings, the prior 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 Administrative Agent Senior Subordinated Notes or Senior Discount Notes, as applicable, to (i) cure any ambiguity, defect or inconsistency or (ii) comply with the approval requirements of the Required Lenders); provided that nothing SEC in this Section 7.9 shall prohibit order to effect or maintain the refinancing, replacement, extensions or other modification qualification of the Superholdings Notes Senior Subordinated Note Indenture or Permitted Ratio Debt to the extent otherwise permitted by Section 7.02 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 Indenture or (cd) 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, or otherwise voluntarily or optionally defease, the Superholdings Notes or any Permitted Ratio Debt, Junior Debt or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance (except in each case in connection with other than any refinancing Permitted Refinancing (including successive refinancings)) other than (I) optional or voluntary payments, prepayments, repurchases, redemptions or defeasances of intercompany Indebtedness permitted by under Section 7.2(f7.02(b) or any refinancing of Permitted Ratio Debt that would permitted by Section 7.2(u)7.02(d), or enter into (II) on 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 date outside of the Superholdings Notes Relief Period, optional or Permitted Ratio Debt; provided thatvoluntary payments, notwithstanding prepayments, repurchases, redemption or defeasance of such Indebtedness in an aggregate amount not to exceed the foregoing provisions Available Amount at such time (as determined immediately before giving effect to the making of such payment, prepayment, repurchase, redemption or defeasance so long as, in the case of this clause (aa)(II), subsequent to the Closing Date, the Borrower shall be permitted to repurchase or redeem Superholdings Notes or Permitted Ratio Debt (in an aggregate principal amount of up to (1i) the Available Amount plus (2) $10,000,000, so long as after giving effect to each such purchase, no Default or Event of Default has occurred and is continuing then exists or will would result therefrom and (ii) the Company would at the time of and immediately after giving effect to such voluntary payment, prepayment, repurchase, redemption or defeasance be in compliance with the Financial Covenants, (III) 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 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 of Superholdings does would not exceed 2.00:1.00, determined on a Pro Forma Basis (determined giving effect to such voluntary payments, prepayments, repurchases, redemptions or defeasance as of the last day of the most recently ended Test Period for which financial statements were Period; provided, that nothing herein shall restrict the Company or any of 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 payment of such fees and interest with respect to have been delivered pursuant subordinated Indebtedness shall be subject to Section 6.1(a) or (bthe subordination provisions governing such Indebtedness), as applicable) 3.00:1:00, or (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change tochange, to any of the terms of any Junior Debt which would reduce the Superholdings Notes maturity or Permitted Ratio Debt that is material 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 adverse in the context of asset sales, casualty events or a change of control) to be made on a date prior to the Lenders without the prior consent of the Administrative Agent (with the approval of the Required Lenders); provided that nothing Latest Maturity Date then in this Section 7.9 shall prohibit the refinancing, replacement, extensions or other modification of the Superholdings Notes or Permitted Ratio Debt to the extent otherwise permitted by Section 7.02 or (c) amend its certificate of incorporation in any manner reasonably determined by the Administrative Agent to be material and adverse to the Lenderseffect.