Common use of Limitation on Voluntary Payments Clause in Contracts

Limitation on Voluntary Payments. and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. Borrower will not, and will not permit any of its Subsidiaries to: (a) make any voluntary prepayment of, or redeem, repurchase or defease any Indebtedness except (i) prepayments of the Obligations, (ii) mandatory prepayments required pursuant to the instrument evidencing such Indebtedness or pursuant to which any such Indebtedness was issued, (iv) the purchase and retirement of industrial development and pollution control bonds listed on Schedule 6.5(d) hereto in an aggregate amount not to exceed $1,000,000, and (v) refinancings of Indebtedness permitted by Section 8.2; (b) amend, modify or change in any way adverse to the interests of the Lenders, its Certificate or Incorporation (including, without limitation, by filing or modification of any certificate of designation) or ByLaws, or any agreement entered into by it, with respect to its Capital Stock (including any shareholders' agreement), or enter into any new agreement with respect to its Capital Stock which in any way could be adverse to the interests of the Lenders; or (c) amend, modify or grant any waiver with respect to (i) any indenture, note or any other instrument evidencing such Indebtedness or pursuant to which such Indebtedness was issued, or (ii) the Accounts Receivable Facility Documents except in any case for changes thereto which do not adversely affect the interests of the Lenders, and except as may otherwise be consented to by the Required Lenders, or appoint any Person as paying agent under any of the Public Debt Indentures (other than the trustee thereunder) unless Borrower shall have given Agent 30 days' prior written notice of such appointment and the replacement paying agent is reasonably acceptable to Agent; provided, however, Borrower may amend the Public Debt Indentures to comply with the requirements of the Securities and Exchange Commission in qualifying the Public Debt Indentures under the Trust Indenture Act of 1939, as amended, or to cure any ambiguity, defect or inconsistency contained therein, provided that such action will not be adverse to Borrower or the Lenders; and provided further that any determination made by Agent pursuant to this Section 8.14 and set forth in a writing delivered to Borrower that any amendment to the Public Debt Indentures is not adverse to Borrower and the Lenders shall be binding upon the Lenders.

Limitation on Voluntary Payments. and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; Issuance of Capital Stock; etc. Borrower Holdings will not, and will not permit any of its Subsidiaries to: (ai) make (or give any notice in respect of) any voluntary or optional payment or prepayment ofon or redemption or acquisition for value of any Senior Subordinated Note, any Permitted Holdings PIK Security or redeemany Baxter PIK Note or make xxx xxxxrest payment on any Baxter PIK Note except to the xxxxxx permitted by Section 8.07(v); provided, repurchase that (x) Senior Subordinated Notes may be redeemed or defease repurchased with the proceeds of any Indebtedness except registered public offering of Holdings Common Stock and (iy) prepayments of the Obligations, Baxter PIK Notes may be redeemxx xx xxxxid pursuant to Section 8.07(x); (ii) mandatory prepayments required pursuant make (or give any notice in respect of) any principal or interest payment on, or any redemption or acquisition for value of, any U.S. Borrower Subordinated Note or any Shareholder Subordinated Note, except to the instrument evidencing such Indebtedness extent permitted by Section 8.07(ii); (iii) amend or pursuant modify, or permit the amendment or modification of, (x) any provision of any Senior Subordinated Note Document, or (y) in any way adverse to which the interests of the Banks, any such Indebtedness was issuedprovision of any Baxter PIK Note Document, any Xxcapitalization Document, any U.S. Borrower Subordinated Note or any Shareholder Subordinated Note; (iv) at any time after the purchase and retirement Accounts Receivable Facility Transaction Date, amend or modify, or permit the amendment or modification of, any provision of industrial development and pollution control bonds listed on Schedule 6.5(d) hereto in an aggregate amount not to exceed $1,000,000any Accounts Receivable Facility Document, and (v) refinancings of Indebtedness except as permitted by Section 8.2the definition thereof; (bv) amend, modify or change in any way adverse to the interests of the LendersBanks, any Management Agreement (including, without limitation, the Consulting Agreement), the terms of any Baxter Preferred Stock, the IVX Xxxxices Agreement, any Tax Allocation Agreement, the Tax Indemnity Letter, its Certificate or of Incorporation (including, without limitation, by the filing or modification of any certificate of designation) or ByLawsBy-Laws, or any agreement entered into by it, with respect to its Capital Stock capital stock (including any shareholdersShareholders' agreementAgreement), or enter into any new agreement with respect to its Capital Stock capital stock which in any way could would be adverse to the interests of the LendersBanks; (vi) amend or modify, or permit the amendment or modification of, any provision of any Permitted Holdings PIK Security in any manner inconsistent with the definition of Permitted Holdings PIK Security; or (cvii) amendissue any class of capital stock other than (x) in the case of the U.S. Borrower and its Subsidiaries, modify or grant any waiver with respect to non-redeemable common stock and (iy) any indenturein the case of Holdings, note or any other instrument evidencing such Indebtedness or (1) the issuance of Baxter Preferred Stock as permxxxxx pursuant to which such Indebtedness was issuedSection 8.07(vi), or (ii2) the Accounts Receivable Facility Documents except in any case for changes thereto which do not adversely affect the interests issuance of the Lenders, and except as may otherwise be consented to by the Required Lenders, Holdings Common Stock or appoint any Person as paying agent under any of the Public Debt Indentures (other than the trustee thereunder) unless Borrower shall have given Agent 30 days' prior written notice of such appointment and the replacement paying agent is reasonably acceptable to Agent; provided, however, Borrower may amend the Public Debt Indentures to comply with the requirements of the Permitted Holdings PIK Securities and Exchange Commission in qualifying the Public Debt Indentures (3) issuances of Holdings Common Stock or Holdings Class L Common Stock where, after giving effect to such issuance, no Event of Default will exist under the Trust Indenture Act of 1939, as amended, or to cure any ambiguity, defect or inconsistency contained therein, provided that such action will not be adverse to Borrower or the Lenders; Section 9.10 and provided further that any determination made by Agent pursuant to this Section 8.14 and set forth in a writing delivered to Borrower that any amendment to the Public Debt Indentures is not adverse to Borrower extent the proceeds thereof are applied in accordance with Sections 4.02(A)(d) and the Lenders shall be binding upon the Lenders7.17.

Limitation on Voluntary Payments. and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; Issuances of Capital Stock; etc. Borrower Holdings will not, and will not permit any of its Subsidiaries to, and will not apply to the Bankruptcy Court for authority to: (ai) make (or give any notice in respect of) any voluntary or optional payment or prepayment ofon or redemption or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto or redeem, repurchase any other Person money or defease securities before due for the purpose of paying when due) any Indebtedness except (i) prepayments of the Obligations, Senior Subordinated Note or any Permitted Holdings PIK Security; (ii) mandatory prepayments required pursuant to make (or give any notice in respect of) any prepayment or redemption of any Senior Subordinated Note as a result of any asset sale, change of control or similar event (including, without limitation, by way of depositing with the instrument evidencing such Indebtedness trustee with respect thereto or pursuant to which any such Indebtedness was issuedother Person money or securities before due for the purpose of paying when due any Senior Subordinated Note); (iii) make (or give any notice in respect of) any principal or interest payment on, or any redemption or acquisition for value of, any Shareholder Subordinated Note; (iv) amend or modify, or permit the purchase and retirement amendment or modification of, any provision of industrial development and pollution control bonds listed on Schedule 6.5(d) hereto in an aggregate amount not to exceed $1,000,000, and (v) refinancings of Indebtedness permitted by Section 8.2any Senior Subordinated Note Document; (bv) amend, modify or change in any way adverse to the interests of the Lenders, any Tax Agreement, its Certificate or of Incorporation (including, without limitation, by the filing or modification of any certificate of designation) or ByLawsBy-Laws; (vi) amend or modify, or permit the amendment or modification of, any agreement entered into by it, with respect to its Capital Stock (including provision of any shareholders' agreement), or enter into any new agreement with respect to its Capital Stock which Accounts Receivable Facility Document in any way could be a manner adverse to the interests of the Lenders; or; (cvii) amend, modify issue any class of capital stock other than non-redeemable common stock; and (viii) amend or grant any waiver with respect to (i) any indenture, note or any other instrument evidencing such Indebtedness or pursuant to which such Indebtedness was issuedmodify, or (ii) permit the Accounts Receivable Facility Documents except amendment or modification of, any provision of any Permitted Holdings PIK Security in any case for changes thereto which do not adversely affect the interests of the Lenders, and except as may otherwise be consented to by the Required Lenders, or appoint any Person as paying agent under any of the Public Debt Indentures (other than the trustee thereunder) unless Borrower shall have given Agent 30 days' prior written notice of such appointment and the replacement paying agent is reasonably acceptable to Agent; provided, however, Borrower may amend the Public Debt Indentures to comply manner inconsistent with the requirements definition of the Securities and Exchange Commission in qualifying the Public Debt Indentures under the Trust Indenture Act of 1939, as amended, or to cure any ambiguity, defect or inconsistency contained therein, provided that such action will not be adverse to Borrower or the Lenders; and provided further that any determination made by Agent pursuant to this Section 8.14 and set forth in a writing delivered to Borrower that any amendment to the Public Debt Indentures is not adverse to Borrower and the Lenders shall be binding upon the LendersPermitted Holdings PIK Security.

Limitation on Voluntary Payments. and Modifications of ----------------------------------------------------- Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain -------------------------------------------------------------------------------- Other Agreements; Issuance of Capital Stock; etc. Borrower Holdings will not, and will ----------------------------------------------------------------------------- not permit any of its Subsidiaries to:: ------------------------------------- (a) make any voluntary prepayment of, or redeem, repurchase or defease any Indebtedness except (i) prepayments make (or give any notice in respect of) any payment or prepayment on or redemption or acquisition for value of any Seller Subordinated Note or make any interest payment on any Seller Subordinated Note, provided that, notwithstanding the foregoing, in connection with any -------- ---- registered public offering of Holdings Common Stock, if as a result of such public offering the Seller Subordinated Note is required to be repaid in full in accordance with its terms, then Holdings may apply a portion of the Obligations, net proceeds received by it from such public offering to effect such prepayment to the extent that such portion is not required to be applied to repay Term Loans pursuant to Section 4.02(A)(d); (ii) mandatory prepayments required pursuant to amend, modify or change, or permit the instrument evidencing such Indebtedness amendment or pursuant to which modification of, any such Indebtedness was issued, (iv) provision of the purchase and retirement of industrial development and pollution control bonds listed on Schedule 6.5(d) hereto in an aggregate amount not to exceed $1,000,000, and (v) refinancings of Indebtedness permitted by Section 8.2Seller Subordinated Note; (biii) amend, modify or change in any way adverse to the interests of the LendersBanks, any Management Agreement, the terms of any Tax Allocation Agreement, its Certificate or of Incorporation (including, without limitation, by the filing or modification of any certificate of designation) or ByLawsBy- Laws, or any agreement entered into by it, with respect to its Capital Stock capital stock (including any shareholdersShareholders' agreementAgreement), or enter into any new agreement with respect to its Capital Stock capital stock which in any way could would be adverse to the interests of the LendersBanks; or (civ) amendissue any class of capital stock other than (x) in the case of the Borrower and its Subsidiaries, modify non-redeemable common stock and (y) in the case of Holdings, (1) the issuance of Holdings Common Stock or grant any waiver with respect to (i) any indenture, note or any other instrument evidencing such Indebtedness or Permitted Holdings PIK Securities as consideration for a Permitted Acquisition pursuant to which Section 8.02(q) and (2) issuances of Holdings Common Stock or Holdings Class L Common Stock where, after giving effect to such Indebtedness was issuedissuance, or (ii) the Accounts Receivable Facility Documents except in any case for changes thereto which do not adversely affect the interests no Event of the Lenders, Default will exist under Section 9.10 and except as may otherwise be consented to by the Required Lenders, or appoint any Person as paying agent under any of the Public Debt Indentures (other than the trustee thereunder) unless Borrower shall have given Agent 30 days' prior written notice of such appointment and the replacement paying agent is reasonably acceptable to Agent; provided, however, Borrower may amend the Public Debt Indentures to comply with the requirements of the Securities and Exchange Commission in qualifying the Public Debt Indentures under the Trust Indenture Act of 1939, as amended, or to cure any ambiguity, defect or inconsistency contained therein, provided that such action will not be adverse to Borrower or the Lenders; and provided further that any determination made by Agent pursuant to this Section 8.14 and set forth in a writing delivered to Borrower that any amendment to the Public Debt Indentures is not adverse to Borrower extent the proceeds thereof are applied in accordance with Sections 4.02(A)(d) and the Lenders shall be binding upon the Lenders7.16.

Limitation on Voluntary Payments. and Modifications of ----------------------------------------------------- Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain -------------------------------------------------------------------------------- Other Agreements; Issuance of Capital Stock; etc. Borrower Holdings will not, and will ------------------------------------------------- not permit any of its Subsidiaries to: (ai) make (or give any voluntary notice in respect of) any payment or prepayment ofon or redemption or acquisition for value of any Seller Subordinated Note or make any interest payment on any Seller Subordinated Note, provided that, notwithstanding the foregoing, Holdings may repay the -------- ---- Seller Subordinated Note, together with accrued but unpaid interest thereon, so long as no Default or redeem, repurchase Event of Default then exists or defease any Indebtedness except (i) prepayments of the Obligations, would result therefrom; (ii) mandatory prepayments required pursuant amend, modify or change, or permit the amendment or modification of, any provision of the Seller Subordinated Note in a manner which would be adverse to the instrument evidencing such Indebtedness or pursuant to which any such Indebtedness was issued, (iv) interests of the purchase and retirement of industrial development and pollution control bonds listed on Schedule 6.5(d) hereto in an aggregate amount not to exceed $1,000,000, and (v) refinancings of Indebtedness permitted by Section 8.2Banks; (biii) amend, modify or change in any way adverse to the interests of the LendersBanks, any Management Agreement, the terms of any Tax Allocation Agreement, its Certificate or of Incorporation (including, without limitation, by the filing or modification of any certificate of designation) or ByLawsBy- Laws, or any agreement entered into by it, with respect to its Capital Stock capital stock (including any shareholdersShareholders' agreementAgreement), or enter into any new agreement with respect to its Capital Stock capital stock which in any way could would be adverse to the interests of the LendersBanks; or (civ) amendissue any class of capital stock other than (x) in the case of the Borrower and its Subsidiaries, modify non-redeemable common stock and (y) in the case of Holdings, (1) the issuance of Holdings Common Stock in connection with the Additional Offering, (2) the issuance of Holdings Common Stock or grant any waiver with respect to (i) any indenture, note or any other instrument evidencing such Indebtedness or Permitted Holdings PIK Securities as consideration for a Permitted Acquisition pursuant to which Section 8.02(p) and (3) issuances of Holdings Common Stock where, after giving effect to such Indebtedness was issuedissuance, or (ii) no Event of Default will exist under Section 9.10 and to the Accounts Receivable Facility Documents except extent the proceeds thereof result in any case for changes thereto which do not adversely affect a reduction to the interests of the Lenders, and except as may otherwise be consented to by the Required Lenders, or appoint any Person as paying agent under any of the Public Debt Indentures (other than the trustee thereunder) unless Borrower shall have given Agent 30 days' prior written notice of such appointment and the replacement paying agent is reasonably acceptable to Agent; provided, however, Borrower may amend the Public Debt Indentures to comply with the requirements of the Securities and Exchange Commission in qualifying the Public Debt Indentures under the Trust Indenture Act of 1939, as amended, or to cure any ambiguity, defect or inconsistency contained therein, provided that such action will not be adverse to Borrower or the Lenders; and provided further that any determination made by Agent Total Revolving Loan Commitment pursuant to this Section 8.14 3.03(d) and set forth are applied in a writing delivered to Borrower that any amendment to the Public Debt Indentures is not adverse to Borrower and the Lenders shall be binding upon the Lendersaccordance with Section 7.15.

Limitation on Voluntary Payments. and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc, Etc. Borrower The Parent Company will not, and will not permit any of its Restricted Subsidiaries to: : (a) make any voluntary prepayment of, or redeem, repurchase or defease any Indebtedness except (i) prepayments of the Obligations, (ii) mandatory prepayments required pursuant to the instrument evidencing such Indebtedness or pursuant to which any such Indebtedness was issued, (iv) the purchase and retirement of industrial development and pollution control bonds listed on Schedule 6.5(d) hereto in an aggregate amount not to exceed $1,000,000, and (v) refinancings of Indebtedness permitted by Section 8.2; (b) amend, modify or change in any a way adverse to the interests of the LendersLenders in any material respect any Tax Allocation Agreement or its Organization Documents, or enter into any new Tax Allocation Agreement that is adverse to the interests of the Lenders in any material respect; provided that the foregoing clause shall not restrict (x) the ability of the Parent Company and its Certificate Restricted Subsidiaries to amend their respective Organization Documents to authorize the issuance of Equity Interests otherwise permitted to be issued pursuant to the terms of this Agreement, (y) the ability of the Parent Company to enter into, amend or Incorporation otherwise modify the Shareholders’ Rights Plan or (z) the ability of the Parent Company to amend its Organization Documents to adopt customary takeover defenses for a public company, such as classification of its board of directors, requirements for notice of acquisition of shares and other similar measures; (b) make (or give any notice in respect of) any voluntary or optional payment or prepayment on or redemption, repurchase, conversion or acquisition for value of (including, without limitation, by filing way of depositing with the trustee with respect thereto or modification any other Person money or securities before due for the purpose of any certificate of designation) or ByLawspaying when due), or any agreement entered into by itprepayment, repurchase, redemption, conversion or other acquisition for value as a result of any asset sale, change of control or other required “repurchase” event prior to final stated maturity (any such payment, prepayment, redemption, repurchase, conversion or other acquisition, a “Debt Repurchase”), of any Junior Debt or any Permitted Refinancing Indebtedness in respect thereof; provided that the Parent Company and its Restricted Subsidiaries may at any time effect a Debt Repurchase thereof, so long as (x) the Consolidated Total Net Leverage Ratio shall be less than 3.00 to 1.00 as of the most recent fiscal quarter end for which financial statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b), determined on a Pro Forma Basis after giving effect to such Debt Repurchase and (y) no Event of Default shall have occurred or be continuing; (c) amend, modify or change any provision of any Junior Debt or any Permitted Refinancing Debt Documents governing Permitted Refinancing Indebtedness in respect of Junior Debt in a manner adverse to the interests of the Lenders in any material respect; provided that in no event shall any such amendment, modification or change shorten the maturity or average life to maturity of any Junior Debt or Permitted Refinancing Indebtedness in respect thereof or require any payment with respect to its Capital Stock thereto sooner than previously scheduled; or (including any shareholders' agreement)d) amend, modify or enter into any new agreement with respect to its Capital Stock which change the Registration Statement or the Separation Agreement in any way could be a manner materially adverse to the interests of the Lenders; or (c) amend, modify or grant any waiver with respect to (i) any indenture, note or any other instrument evidencing such Indebtedness or pursuant to which such Indebtedness was issued, or (ii) the Accounts Receivable Facility Documents except in any case for changes thereto which do not adversely affect the interests of the Lenders, and except as may otherwise be consented to by the Required Lenders, or appoint any Person as paying agent under any of the Public Debt Indentures (other than the trustee thereunder) unless Borrower shall have given Agent 30 days' prior written notice of such appointment and the replacement paying agent is reasonably acceptable to Agent; provided, however, Borrower may amend the Public Debt Indentures to comply with the requirements of the Securities and Exchange Commission in qualifying the Public Debt Indentures under the Trust Indenture Act of 1939, as amended, or to cure any ambiguity, defect or inconsistency contained therein, provided that such action will not be adverse to Borrower or the Lenders; and provided further that any determination made by Agent pursuant to this Section 8.14 and set forth in a writing delivered to Borrower that any amendment to the Public Debt Indentures is not adverse to Borrower and the Lenders shall be binding upon the Lenders.