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

Limitation on Optional Payments and Modifications of Debt Instruments. (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 any other Indebtedness permitted under Section 7.2(f)) or the Subordinated Seller Notes (or any other Indebtedness permitted under Section 7.2(g)) (except for the exchange of the 9 5/8% Senior Subordinated Note Due 2008 for senior subordinated notes having substantially the same terms and conditions contemplated under the Senior Subordinated Note Indenture or for the refinancing of the Senior Subordinated Notes and Subordinated Seller Notes in accordance with Section 7.2(f) or 7.2(g), as the case may be), provided that, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom the Borrower may repurchase or redeem Senior Subordinated Notes in an aggregate principal amount not to exceed an amount equal to the excess of (x) 50% of the aggregate Prepayment Amounts declined by the Term Loan Lenders pursuant to Section 2.18(d) as of the date of such repurchase or redemption over (y) the then unused Permitted Expenditure Amounts based upon such Prepayment Amounts, (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 Senior Subordinated Notes (or any other Indebtedness permitted under Section 7.2(f)) or the Subordinated Seller Notes (or any other Indebtedness permitted under Section 7.2(g)) (other than any such amendment, modification, waiver or other change which (i) (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 Borrower or any of its Subsidiaries and (B) does not involve the payment of a consent fee or (ii) is not adverse in any respect to the interests of the Lenders in the reasonable opinion of the Administrative Agent), (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" or "Senior Credit Facilities" for the purposes of the Senior Subordinated Note Indenture, (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders or (e) make, offer to make or (after giving effect to any applicable subordination provisions) become obligated to make any repurchase of any Seller Securities upon any "change of control" (as such term is defined in the Seller Securities).

Limitation on Optional Payments and Modifications of Debt Instruments. (a) (i) Make or offer to make any optional payment or voluntary payment, prepayment, repurchase optional prepayment on or optional redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes (or optional purchase of any Indebtedness in a principal amount in excess of $3,000,000 other than Indebtedness permitted existing under Section 7.2(f)) this Agreement or the Subordinated Seller Notes (or any other Indebtedness permitted under Section 7.2(g)) (except for the exchange of the 9 5/8% Senior Subordinated Note Due 2008 for senior subordinated notes having substantially the same terms and conditions contemplated under the Senior Subordinated Note Indenture or for the refinancing of the Senior Subordinated Notes and Subordinated Seller Notes in accordance with Section 7.2(f) or 7.2(g), as the case may be), provided that, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom the Borrower may repurchase or redeem Senior Subordinated Notes in an aggregate principal amount not to exceed an amount equal to the excess of (x) 50% of the aggregate Prepayment Amounts declined by the Term Loan Lenders pursuant to Section 2.18(d) as of the date of such repurchase or redemption over (y) the then unused Permitted Expenditure Amounts based upon such Prepayment AmountsDocuments, (bii) except as otherwise provided in this subsection 8.11, amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver modification or other change to, to any of the terms of the Senior Subordinated Notes (or any such Indebtedness other than Indebtedness permitted existing under Section 7.2(f)) this Agreement or the Subordinated Seller Notes (or any other Indebtedness permitted under Section 7.2(g)) Loan Documents (other than any such amendment, modification, waiver modification or other change which (i) would (A) would cure any ambiguity, defect or inconsistency in such Indebtedness or waive any default thereunder, (B) extend the maturity or reduce the amount of any payment of principal thereof, (C) reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable (D) otherwise not be materially adverse to the Borrower and its Subsidiaries, the Agent and the Lenders) or (iii) make any of its Subsidiaries and (B) does not involve the payment of a consent fee or (ii) is not adverse interest in any cash in respect to the interests of the Lenders in the reasonable opinion of the Administrative Agent), (c) designate any Indebtedness (other than Indebtedness existing under this Agreement) that may in accordance with the Obligationsterms thereof be paid by the issuance of additional Indebtedness or (iv) as "Designated Senior Indebtedness" or "Senior Credit Facilities" for the purposes offer to do any of the Senior Subordinated Note Indentureactions described in the foregoing clauses (i), (dii) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse and (iii), prior to the Lenders stated final maturity of any such Indebtedness. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall make or shall distribute cash to RBX Group to permit or facilitate RBX Group's making (i) any payment of interest on the Subordinated Seller Notes if a Default or Event of Default shall have occurred and be continuing or (eii) makeany payment or prepayment of principal of, offer to make or any redemption or purchase of, any of the Subordinated Seller Notes unless (A) such repayment, prepayment, redemption or purchase is made after the second anniversary of the Closing Date and (B) at the time of, and immediately after giving effect to, such repayment, prepayment, redemption or purchase, (x) the Leverage Ratio shall not be greater than 5.00 to any applicable subordination provisions1.00, (y) become obligated the Senior Leverage Ratio shall not be greater than 2.50 to make any repurchase 1.00 and (z) no Default or Event of any Seller Securities upon any "change of control" (as such term is defined in the Seller Securities)Default shall have occurred and be continuing.

Limitation on Optional Payments and Modifications of Debt Instruments. (a) Make or offer to make any optional payment or voluntary payment, prepayment, repurchase prepayment in excess of $5 million during any calendar year (other than prepayments covered by the proviso below) on or redemption of, or otherwise voluntarily or optionally defease, of any Indebtedness (other than Indebtedness pursuant to this Agreement and as provided for in the Senior Subordinated Notes (or any other Indebtedness permitted under Section 7.2(f)proviso below) or the Subordinated Seller Notes (or any other Indebtedness permitted under Section 7.2(g)) (except for the exchange of the 9 5/8% Senior Subordinated Note Due 2008 for senior subordinated notes having substantially the same terms and conditions contemplated under the Senior Subordinated Note Indenture or for the refinancing of the Senior Subordinated Notes and Subordinated Seller Notes in accordance with Section 7.2(f) or 7.2(g), as the case may be), provided that, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom the Borrower may repurchase or redeem Senior Subordinated Notes in an aggregate principal amount not to exceed an amount equal to the excess of (x) 50% of the aggregate Prepayment Amounts declined by the Term Loan Lenders pursuant to Section 2.18(d) as of the date of such repurchase or redemption over (y) the then unused Permitted Expenditure Amounts based upon such Prepayment Amounts, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver modification or other change to, to any of the terms of the Senior Subordinated Notes (or any other such Indebtedness permitted under Section 7.2(f)) or the Subordinated Seller Notes (or any other Indebtedness permitted under Section 7.2(g)) (other than any such amendment, modification, waiver modification or other change which (i) (A) would extend the maturity or reduce the amount of any payment of principal thereof, thereof or which would reduce the rate or extend the date for payment of interest thereon thereon, or relax any covenant amendment or other restriction applicable waiver which would render the terms of such Indebtedness less restrictive or as provided for in the proviso below), including, in the case of the JEDI Loan Agreement, any increase to the Borrower or any rate of its Subsidiaries and (B) does not involve interest, the payment tenor of a consent fee or (ii) is not adverse in any respect to loans thereunder, the interests aggregate amount of the Lenders in the reasonable opinion of the Administrative Agent), (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" or "Senior Credit Facilities" for the purposes of the Senior Subordinated Note Indenture, (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders or (e) make, offer to make or (after giving effect to any applicable subordination provisions) become obligated to make any repurchase of any Seller Securities upon any "change of control" Commitments (as such term is defined in the Seller Securities)JEDI Loan Agreement) thereunder, or any additional negative covenants thereto that would materially prejudice the rights of the Agent or the Banks hereunder; provided, however, that HCC may make required prepayments of Indebtedness under the JEDI Loan Agreement, any prepayments of Indebtedness under the JEDI Loan Agreement during the period while such Indebtedness may be prepaid and reborrowed thereunder, and any prepayments of Indebtedness under the JEDI Loan Agreement in connection with refinancings thereof.

Limitation on Optional Payments and Modifications of Debt Instruments. (a) Make or offer to make any optional payment or voluntary payment, prepayment, repurchase prepayment on or redemption ofof any Indebtedness other than Indebtedness under this Agreement, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes (or any other Indebtedness permitted under Section 7.2(f)) or the Subordinated Seller Notes (or any other Indebtedness permitted under Section 7.2(g)) (except for the exchange of the 9 5/8% Senior Subordinated Note Due 2008 for senior subordinated notes having substantially the same terms and conditions contemplated under the Senior Subordinated Note Indenture or for the refinancing of including without limitation the Senior Subordinated Notes and other Subordinated Seller Notes in accordance with Section 7.2(f) or 7.2(g), as the case Indebtedness (it being understood that regularly scheduled payments of certain Indebtedness set forth on SCHEDULE 7.2 may be), provided that, be made so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom the Borrower may repurchase or redeem Senior Subordinated Notes in an aggregate principal amount not to exceed an amount equal to the excess of (x) 50% of the aggregate Prepayment Amounts declined by the Term Loan Lenders pursuant to Section 2.18(d) as of the date of such repurchase or redemption over (y) the then unused Permitted Expenditure Amounts based upon such Prepayment Amounts, exists); (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver modification or other change to, to any of the terms of the Senior Subordinated Notes (or any other Indebtedness permitted under Section 7.2(f)) Notes, the Securities Purchase Agreement, the Subordinated Agreements or the other Subordinated Seller Notes Indebtedness, including, without limitation, any amendment to the subordination provisions thereof; (c) amend, modify or change, or consent or agree to any other amendment, modification or change to, any of the terms relating to the payment or prepayment of principal of or interest on any Indebtedness permitted under Section 7.2(g)) (other than Indebtedness pursuant to this Agreement or the Senior Subordinated Notes), other than, with respect to the Indebtedness described in the foregoing clauses (b) and (c), any such amendment, modification, waiver modification or other change the primary effect of which (i) (A) would extend the maturity or reduce the amount of any payment of principal thereof, thereof or the primary effect of which would 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 (B) does not involve the payment of a consent fee thereon; or (ii) is not adverse in any respect to the interests of the Lenders in the reasonable opinion of the Administrative Agent), (cd) designate any Indebtedness (other than the ObligationsIndebtedness hereunder) as "Designated Senior Indebtedness" or "Senior Credit FacilitiesDebt" for the purposes of the Senior Subordinated Note Indenture, (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders or (e) make, offer to make or (after giving effect to any applicable subordination provisions) become obligated to make any repurchase of any Seller Securities upon any "change of control" (as such term is defined in the Seller Securities)Purchase Agreement.

Limitation on Optional Payments and Modifications of Debt Instruments. (a) Make or offer At any time prior to the repayment in full of the Term Loans, make any optional payment or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily prepayment on or optionally defeaseredeem or purchase any Indebtedness (other than the Loans, the Senior Subordinated Notes (and Indebtedness of the Borrower or any other Indebtedness permitted under Section 7.2(f)) or Restricted Subsidiary to the Subordinated Seller Notes (Borrower or any other Indebtedness permitted under Section 7.2(g)Restricted Subsidiary) (except for the exchange of the 9 5/8% Senior Subordinated Note Due 2008 for senior subordinated notes having substantially the same terms and conditions contemplated under the Senior Subordinated Note Indenture Borrower or for the refinancing any Subsidiary, (b) make any optional payment or prepayment on account of the Senior principal of or interest on, or optionally redeem or purchase, any Subordinated Notes and Subordinated Seller Notes in accordance with Section 7.2(f) or 7.2(g), as the case may be)Debentures, provided that, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom that the Borrower may repurchase or redeem Senior pay interest on the Subordinated Notes in an aggregate principal amount not to exceed an amount equal Debentures pursuant to the excess of (x) 50% terms of the aggregate Prepayment Amounts declined by the Term Loan Lenders pursuant to Section 2.18(d) as of the date of such repurchase Subordinated Debt Indenture or redemption over (y) the then unused Permitted Expenditure Amounts based upon such Prepayment Amounts, (bc) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver modification or other change to, to any of the terms relating to the payment or prepayment of principal of or interest on, any such Indebtedness (if such amendment, modification, change, consent or agreement is entered into prior to the repayment in full of the Senior Subordinated Notes (or any other Indebtedness permitted under Section 7.2(f)Term Loans) or the Subordinated Seller Notes (Debentures or any other Indebtedness permitted under Section 7.2(g)) the Subordinated Debt Indenture (other than any such amendment, modification, waiver modification or other change which (i) (A) would extend the maturity or reduce the amount of any payment of principal thereof, thereof or which would reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to thereon); provided, that the Borrower or any of and its Restricted Subsidiaries and may prepay (Bi) does not involve the payment of a consent fee or (ii) is not adverse in any respect to the interests of the Lenders in the reasonable opinion of the Administrative Agent), (c) designate any Indebtedness (other than the ObligationsSubordinated Debentures) (A) from the proceeds of new Indebtedness incurred to refinance such Indebtedness, (B) under Financing Leases for stores and other property no longer occupied or used by the Borrower or such Restricted Subsidiary in connection with the settlement, termination or assignment of such Financing Lease, (C) secured by assets in connection with any sale or other disposition of such assets permitted under subsection 8.5, (D) in an aggregate amount, in addition to payments otherwise permitted under this subsection 8.9, not to exceed $25,000,000, (E) consisting of Floor Planning Facilities, (F) incurred after the Effective Date and otherwise permitted hereunder to the extent such prepayment is financed with the proceeds of other Indebtedness (other than Loans) permitted hereunder, (G) consisting of Financing Leases so long as "Designated Senior Indebtedness" such Financing Leases are paid in full in connection with any such prepayment and such prepayment is made in connection with the closure or "Senior Credit Facilities" for sale of a parcel of real property subject to such Financing Lease, (H) secured by a Lien on any parcel of Material Real Property so long as such Indebtedness is paid in full in connection with any such prepayment and such prepayment is financed with the purposes proceeds of other Indebtedness (other than Loans) permitted hereunder, and (I) that is short term Indebtedness and unsecured, and (ii) the Subordinated Debentures to the extent prepaid from the proceeds of Subordinated Debt and/or (subject to subsection 8.15) Capital Stock of the Senior Subordinated Note Indenture, (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders or (e) make, offer to make or (after giving effect to any applicable subordination provisions) become obligated to make any repurchase of any Seller Securities upon any "change of control" (as such term is defined in the Seller Securities)Borrower.

Limitation on Optional Payments and Modifications of Debt Instruments. (a) Make or offer to make any optional payment or voluntary payment, prepayment, repurchase prepayment on or redemption ofof any Indebtedness other than Indebtedness under this Agreement, or otherwise voluntarily or optionally defease, the Senior including without limitation Subordinated Notes Indebtedness (or any other it being understood that regularly scheduled payments of certain Indebtedness permitted under Section 7.2(f)) or the Subordinated Seller Notes (or any other Indebtedness permitted under Section 7.2(g)) (except for the exchange of the 9 5/8% Senior Subordinated Note Due 2008 for senior subordinated notes having substantially the same terms and conditions contemplated under the Senior Subordinated Note Indenture or for the refinancing of the Senior Subordinated Notes and Subordinated Seller Notes in accordance with Section 7.2(f) or 7.2(g), as the case set forth on SCHEDULE 7.2 may be), provided that, be made so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom the Borrower may repurchase or redeem Senior Subordinated Notes in an aggregate principal amount not to exceed an amount equal to the excess of (x) 50% of the aggregate Prepayment Amounts declined by the Term Loan Lenders pursuant to Section 2.18(d) as of the date of such repurchase or redemption over (y) the then unused Permitted Expenditure Amounts based upon such Prepayment Amounts, exists); (b) amend, modify or otherwise change, or consent or agree to any amendment, modificationmodification or change to any of the terms of the Securities Purchase Agreement, waiver the Subordinated Indebtedness or other the Subordination Agreements, including, without limitation, any amendment to the subordination provisions thereof; or (c) amend, modify or change, or consent or agree to any amendment, modification or change to, any of the terms relating to the payment or prepayment of the Senior Subordinated Notes (principal of or interest on any other Indebtedness permitted under Section 7.2(f)) or the Subordinated Seller Notes (or any other Indebtedness permitted under Section 7.2(g)) (other than Indebtedness pursuant to this Agreement), other than, with respect to the Indebtedness described in the foregoing clauses (b) and (c), any such amendment, modification, waiver modification or other change the primary effect of which (i) (A) would extend the maturity or reduce the amount of any payment of principal thereof, thereof or the primary effect of which would reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable thereon. Nothing in this Section 7.9 shall be deemed to the prohibit Borrower or any of its Subsidiaries and (B) does not involve from prepaying any obligations under the payment of a consent fee Receivables Securitization Transaction or (ii) is not adverse in from entering into any respect amendments, modifications or changes to the interests terms of the Lenders in the reasonable opinion of the Administrative Agent), (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" or "Senior Credit Facilities" for the purposes of the Senior Subordinated Note Indenture, (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders or (e) make, offer to make or (after giving effect to any applicable subordination provisions) become obligated to make any repurchase of any Seller Securities upon any "change of control" (as such term is defined in the Seller Securities)Receivables Securitization Transaction.

Limitation on Optional Payments and Modifications of Debt Instruments. At any time (a) Make or offer to make any optional payment or voluntary paymentprepayment on or optionally redeem or purchase any Indebtedness (other than the Loans and Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary) of the Borrower or any Subsidiary, prepayment, repurchase (b) make any optional payment or redemption prepayment on account of the principal of, or otherwise voluntarily interest on, or secure any amendment or waiver of any terms of, or optionally defeaseredeem or purchase, the Senior any Subordinated Notes (or any other Indebtedness permitted under Section 7.2(f)) or the Subordinated Seller Notes (or any other Indebtedness permitted under Section 7.2(g)) (except for the exchange of the 9 5/8% Senior Subordinated Note Due 2008 for senior subordinated notes having substantially the same terms and conditions contemplated under the Senior Subordinated Note Indenture or for the refinancing of the Senior Subordinated Notes and Subordinated Seller Notes in accordance with Section 7.2(f) or 7.2(g), as the case may be)Debentures, provided that, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom that the Borrower may repurchase or redeem Senior pay interest on the Subordinated Notes in an aggregate principal amount not to exceed an amount equal Debentures pursuant to the excess of (x) 50% terms of the aggregate Prepayment Amounts declined by the Term Loan Lenders pursuant to Section 2.18(d) as of the date of such repurchase Subordinated Debt Indenture or redemption over (y) the then unused Permitted Expenditure Amounts based upon such Prepayment Amounts, (bc) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver modification or other change to, to any of the terms relating to the payment or prepayment of the Senior Subordinated Notes principal of or interest on, any Indebtedness described in clause (or any other Indebtedness permitted under Section 7.2(fa)) , or the Subordinated Seller Notes (Debentures or any other Indebtedness permitted under Section 7.2(g)) the Subordinated Debt Indenture (other than any such amendment, modification, waiver modification or other change which (i) (A) would extend the maturity or reduce the amount of any payment of principal thereof, thereof or which would reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to thereon); provided, that the Borrower or any of and its Restricted Subsidiaries and (B) does not involve the payment of a consent fee or (ii) is not adverse in any respect to the interests of the Lenders in the reasonable opinion of the Administrative Agent), (c) designate any may prepay Indebtedness (other than the ObligationsSubordinated Debentures) permitted hereunder (A) from the proceeds of new Indebtedness incurred to refinance such Indebtedness and permitted hereunder to be incurred, (B) under Financing Leases for stores and other property no longer occupied or used by the Borrower or such Restricted Subsidiary in connection with the settlement, termination or assignment of such Financing Lease, (C) secured by assets in connection with any sale or other disposition of such assets permitted under subsection 8.5, (D) consisting of Floor Planning Facilities, (E) incurred after the Effective Date and otherwise permitted hereunder to the extent such prepayment is financed with the proceeds of other Indebtedness (other than Loans) permitted hereunder, (F) consisting of Financing Leases as "Designated Senior Indebtedness" long as such Financing Leases are paid in full in connection with any such prepayment and such prepayment is made in connection with the closure or "Senior Credit Facilities" for sale of a parcel of real property subject to such Financing Lease, (G) secured by a Lien on any parcel of Material Real Property so long as such Indebtedness is paid in full in connection with any such prepayment and such prepayment is financed with the purposes proceeds of other Indebtedness (other than Loans) permitted hereunder, (H) that is short term Indebtedness and unsecured, and (I) from proceeds of the Senior Subordinated Note Indentureissuance of Capital Stock, (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders or (e) make, offer to make or (but only if after giving effect to any applicable subordination provisions) become obligated to make any repurchase such issuance, no Default or Event of any Seller Securities upon any "change of control" (as such term is defined in the Seller Securities)Default would have occurred and be continuing.

Limitation on Optional Payments and Modifications of Debt Instruments. At any time, without the prior written consent of the Administrative Agent or the Required Lenders, directly, or indirectly: (a) Make pay, prepay, or offer redeem (or provide any escrow for the redemption of) any Indebtedness (other than to make the Lenders) or otherwise, directly or indirectly, take any optional step or voluntary action which causes, results in or otherwise results in or may result in the payment, prepayment, retirement, redemption or other acquisition of any such Indebtedness prior to the end of the term of this Agreement including, without limitation, any sinking fund or any equivalent funding arrangement, whether of principal, premium, interest or otherwise; or (b) grant any right to any party to whom any such Indebtedness is owing, through the end of the term of this Agreement, which would before or after any Default or Event of Default, entitle any such Person to call for or receive, a payment thereon, or a prepayment or an acceleration thereof, other than in accordance with such amortization schedules previously delivered by Conn-Selmer to the Administrative Agent. The above limitations shall not, however, preclude (i) a Loan Party, to the extent made in the ordinary course of such Loan Party’s business and prior to the occurrence of a Default or an Event of Default which is continuing, from making normal interest and amortization payments on any of such Indebtedness when due, but only to the limited extent set forth in the amortization schedules heretofore executed and delivered by Conn-Selmer to the Administrative Agent, (ii) the repurchase or redemption of, or otherwise voluntarily or optionally defease, the by SMI of not more than $15,000,000 aggregate principal amount of Senior Subordinated Notes (or any other Indebtedness permitted under Section 7.2(f)) or the Subordinated Seller Notes (or any other Indebtedness permitted under Section 7.2(g)) (except for the exchange of the 9 5/8% Senior Subordinated Note Due 2008 for senior subordinated notes having substantially the same terms and conditions contemplated under the Senior Subordinated Note Indenture or for the refinancing of the Senior Subordinated Notes and Subordinated Seller Notes in accordance with Section 7.2(f) or 7.2(g), as the case may be)any calendar year, provided that, so long as that (A) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom the Borrower may repurchase or redeem Senior Subordinated Notes in an aggregate principal amount not to exceed an amount equal to the excess of (x) 50% of the aggregate Prepayment Amounts declined by the Term Loan Lenders pursuant to Section 2.18(d) as of the date of such repurchase or redemption over (y) the then unused Permitted Expenditure Amounts based upon such Prepayment Amounts, (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 Senior Subordinated Notes (or any other Indebtedness permitted under Section 7.2(f)) or the Subordinated Seller Notes (or any other Indebtedness permitted under Section 7.2(g)) (other than any such amendment, modification, waiver or other change which (i) (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 Borrower or any of its Subsidiaries and (B) does immediately after giving effect to any such repurchase or redemption, Excess Availability shall not involve be less than $25,000,000, or (iii) the payment Refinancing of the Senior Notes, Additional Notes or Intercompany Indebtedness in accordance with Section 9.2 hereof. Except as expressly permitted above, subsequent to the occurrence of a consent fee Default or (ii) an Event of Default which is continuing, however, such Loan Party shall not adverse in any respect to the interests of the Lenders in the reasonable opinion of the Administrative Agent)pay, (c) designate prepay, or redeem any Indebtedness (other than to the ObligationsLenders) as "Designated Senior Indebtedness" or "Senior Credit Facilities" for otherwise, directly or indirectly, take any step or action which causes, results in or otherwise results in or may result in the purposes payment, prepayment, retirement, redemption or other acquisition of any such Indebtedness prior to the end of the term of this Agreement, whether of principal, premium, interest or otherwise, including without limitation of any amounts that otherwise would have constituted normal interest amortization payments in accordance with the amortization schedules heretofore executed and delivered by Conn-Selmer to the Administrative Agent. SMI will not effect a legal or covenant defeasance pursuant to Article 8 of the Senior Subordinated Note Indenture, (d) amend its certificate Notes Indenture without the prior written consent of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders or (e) make, offer to make or (after giving effect to any applicable subordination provisions) become obligated to make any repurchase of any Seller Securities upon any "change of control" (as such term is defined in the Seller Securities)Agent. [Reserved].