Limitations on Dividends and Distributions Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure; provided that:
(a) the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; and
(b) any Subsidiary may pay cash dividends to the Borrower.
Limitations on Amounts A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure of the Issuing Bank (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not exceed $25,000,000, (ii) the total Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitment and (iii) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.
Limitations on Payments The Bank may terminate access to the Bank’s ATM and/or Visa Debit Card Services at any time for any reason, including without limitation (i) with respect to any recipient of transfers, if the Bank believes in its sole discretion that there are an excessive number of disputes involving customer use, or (ii) with respect to any third party, if the Bank believes in its sole discretion that the third party has initiated disputes without reasonable cause or in bad faith. The Bank also may reject a transaction or restrict your access to the Website to make further transactions at any time if it believes the security of your accounts or the Website is at risk or any fraudulent or illegal activity may be occurring, including evidence of unusual activity in your accounts. Limitations on Transfers Your Card transactions will be subject to daily limits as follows*: • Cash withdrawal from an ATM using an ATM card - $310.00 • Cash withdrawal from an ATM using a Visa® Debit card - $1,010.00 • Point-of-sale transaction using your Visa® Debit card - $2,500.00 * For security reasons, we may further limit these amounts from time to time without notice. Non-sufficient funds activity involving an ATM or Visa Debit Card may result in decreased daily limits or revocation of the card. Charges for Use of Your Card. We do not charge you a fee to use your Card at an ATM or to make a POS transaction. However, ATM transactions may be subject to a fee or surcharge assessed by the terminal owner, for which you will be reimbursed by the Bank up to the amount per month which corresponds to the type of account you have. Preauthorization Payments Holds When you use your Card at a point of sale location or when you use the Visa or other network enhancement feature of the Cards to obtain goods or services or to obtain cash, the merchant may attempt to obtain preauthorization from us for the transaction. When the preauthorization is approved by us, we immediately debit the preauthorized amount from your designated Account. The amount you actually approved or signed for may vary in some cases from the amount of the actual purchase, depending on the merchant's request. If the preauthorization request varies from the amount of the actual transaction, payment of the transaction (which usually occurs within two to five days) will adjust the amount previously deducted from your designated Account. This process may affect the availability of funds from your designated Account to pay checks or for other electronic fund transfers. Since all transactions are immediately posted to your designated Account, please check your current balance on the Website. We will not be responsible for damages for wrongful dishonor if any items are not paid because the amount requested by the merchant was different from the actual amount you approved. Using your Card for International Transactions If you use your Card to obtain cash or to purchase goods or services in another country, the amount of the charge in foreign currency will be converted to a U.S. dollar amount by the applicable network (e.g. Visa, MasterCard, etc.). In making this conversion, the network will use the procedures set forth in its operating regulations. Conversion to U.S. dollars may occur on a date other than the date of the transaction; therefore, the currency conversion rate may be different from the conversion rate in effect on the transaction date. You understand that we do not determine the currency conversion rate that is used, and we do not receive any portion of the currency conversion rate. Documentation of Transfers • Receipts: You have a right to receive a receipt at ATMs and POS terminals that accept your ATM and/or Visa debit cards each time you make a transaction. • Preauthorized Credits: If you have arranged to have direct deposits made to your account at least once every 60 days from the same person or company, you can call us at 000.000.0000 to find out whether or not the deposit has been made. • Periodic Statements: You will also be able to view your bank statement and transaction history on the Website. Lost or Stolen Card or Unauthorized Transactions Notify us immediately if your ATM Card, Visa Debit Card or PIN or other access code has been lost or stolen or used without your permission. Telephoning is the best way of keeping your possible losses down. You could lose all your money in your account plus your maximum Overdraft Line of Credit. In Case of Errors or Questions about Your Electronic Transfers Telephone Customer Service at 0-000-000-0000, email, or write us at UFB Direct, P.O. Box 509127, San Diego, CA 92150, as soon as you can if you think your online statement or receipt is wrong or if you need more information about a transfer listed on the online statement or receipt. We must hear from you NO LATER than 60 days after your FIRST online statement on which the problem or error has appeared. In your communication to us, be prepared to provide us with the following information: • Your name and Account number (if any). • A description of the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information. • The dollar amount of the suspected error. If you tell us orally, we may require that you send your complaint or question in writing within 10 business days. We will determine whether an error occurred within 10 business days (20 business days for new accounts) after we hear from you and will correct the error, promptly. If we need more time, however, we may take up to 45 days (90 days for new accounts, point-of-sale, or foreign-initiated transactions) to investigate your complaint or question. If we decide to do this, we will provisionally credit your account within 10 business days (20 business days for new accounts) for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your questions or complaint in writing and we do not receive it within 10 business days, we may not credit your account. For disputes involving the unauthorized use of your Visa Debit Card for Visa point-of-sale transactions, we will provisionally credit your Account within 5 business days. Under the Visa Rules, we may withhold provisional credit to the extent allowed under applicable law if we determine that the circumstances or account history warrants the delay. The Visa Rules do not apply to ATM transactions, certain commercial card transactions, PIN or other transactions not processed over the V network. We will tell you the results within three (3) business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. Electronic Transaction Cancellations If you have arranged with us in advance to make regular periodic payments out of your designated Account using our Electronic Bill Payment Service, you can stop any of those payments by following these procedures: • Sign on to the Website and cancel the future payments using the procedure as called for in the Bill Payment section. • Call Customer Service, write the Bank, or e-mail in time for us to receive your request three or more business days before the payment is scheduled to be made. If you call, we may require you to put your request in writing so that it reaches us within 14 days after your call. Liability of Bank for Failure to Stop Payment of Preauthorized Transfer If you order us to stop one of these payments 3 business days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages. Your Liability for Unauthorized Electronic Funds Transfers You can lose no more than $50.00 if someone used your Card without your permission, if you tell us within two business days, subject to Visa’s Zero Liability policy. If you do NOT tell us within two business days after you learn of the loss or theft of your Card or other Access Device, and we can prove we could have stopped the unauthorized transactions if you had told us, you could lose as much as $500.00. Also if your on-line statement shows transactions that you did not make, TELL US AT ONCE. If you do not tell us within 60 days after the daily transactions (Periodic Statement) are provided to you on the Website, you may not get back any money you lost after the 60 days if we can prove that we could have prevented the transactions if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, let us know. We may extend the time periods. You agree that you will not reveal your User ID, Password, PIN, or any other Access Device to any person not authorized by you to use your Access Devices; not write your PIN or Password on your ATM and/or VISA Debit Cards or on any item kept with your Access Devices; and not leave a computer terminal unattended after you have logged in using your Password or other Access Device.
Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.
Limitations on Amount (a) Xx. Xxxxxx and Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller.
(b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer.
(c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified.
(d) [Reserved]
(e) [Reserved]
(f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or Xx. Xxxxxx and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit.
(g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement.
(h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.
Limitations on Contributions By executing this Agreement, Contractor acknowledges its obligations under Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, any department of the City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, for a grant, loan or loan guarantee, or for a development agreement, from making any campaign contribution to (i) a City elected official if the contract must be approved by that official, a board on which that official serves, or the board of a state agency on which an appointee of that official serves, (ii) a candidate for that City elective office, or (iii) a committee controlled by such elected official or a candidate for that office, at any time from the submission of a proposal for the contract until the later of either the termination of negotiations for such contract or twelve months after the date the City approves the contract. The prohibition on contributions applies to each prospective party to the contract; each member of Contractor’s board of directors; Contractor’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 10% in Contractor; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by Contractor. Contractor certifies that it has informed each such person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposal for the contract, and has provided the names of the persons required to be informed to the City department with whom it is contracting.
Payments and Distributions (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.
(b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year;
(iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;
(vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;
(viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount;
(ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and
(x) to the Certificateholder, any remaining amounts.
(c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:
(i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);
(ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party);
(iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall;
(iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;
(v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;
(vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and
(vii) to the Certificateholder, any remaining funds.
(d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.
(e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.
(f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.
Limitations on Interest Periods Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request (or to elect to convert to or continue as a Eurocurrency Borrowing) any Borrowing if the Interest Period requested therefor would end after the Maturity Date.
Limitations on Distributions Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other Applicable Law.
Limitations on Debt Payments and Amendments (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Effective Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date (other than dividends paid pursuant to Section 10.6(c)(x) prior to March 31, 2015) and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after the fifth anniversary of the Original Closing Date or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term Loans.
(b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect.
(c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.
