Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Senior Subordinated Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance (except, in each case, in connection with any refinancing permitted under Section 7.2(j)), 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 any Senior 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 any Senior Subordinated Notes, if such modification would (i) increase the principal amount thereof (other than any such increase in principal amount arising from interest payments paid in kind), (ii) increase the interest rate payable in cash, (iii) reduce the ability of Holdings to pay interest in kind, (iv) shorten the maturity thereof, (v) make the subordination terms thereof less favorable to the Lenders, (vi) require Holdings or the Borrower to maintain compliance with any financial covenants, whether compliance with such covenants is required at all times or is tested only at the end of any fiscal period, (vii) provide for any default under such Senior Subordinated Notes in the case of a Default or Event of Default under this Agreement or (viii) prohibit, restrict or limit the ability of Holdings to act, or refrain from acting, in a manner permitted by this Agreement, or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of the Senior Subordinated Note Indenture.
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Optional Payments and Modifications of Certain Debt Instruments. Without the consent of the Ortho Consent Lenders (a) Make make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease, any Senior segregate funds with respect to the Existing Subordinated Notes, the Bridge Subordinated Debt (if any), the Senior Subordinated Notes or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance (exceptother subordinated notes issued pursuant to subsection 7.6(e), in each case, case other than in connection with any a refinancing permitted under Section 7.2(jthereof contemplated by subsection 7.6(e)), 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 any Senior Subordinated Notes, (b) amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Senior the Existing Subordinated Notes, the Bridge Subordinated Debt (if such modification would any), the Senior Subordinated Notes or any other subordinated notes (ior any refinancing thereof) increase the principal amount thereof issued pursuant to subsection 7.6(e) (other than any such increase amendment, modification, waiver or other change that (i)(x) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (y) does not involve the payment of a consent fee material in proportion to the outstanding principal amount arising from interest payments paid in kind), thereof or (ii) increase provides for actions which (x) are expressly permitted under this Agreement and (y) do not require the interest rate payable in cash, (iii) reduce the ability of Holdings to pay interest in kind, (iv) shorten the maturity thereof, (v) make the subordination terms thereof less favorable to the Lenders, (vi) require Holdings or the Borrower to maintain compliance with any financial covenants, whether compliance with such covenants is required at all times or is tested only at the end consent of any fiscal periodof the holders of the applicable Existing Subordinated Notes, Bridge Subordinated Debt (vii) provide for any default under such if any), Senior Subordinated Notes in the case of a Default or Event of Default under this Agreement subordinated notes (or (viiirefinancing thereof) prohibit, restrict or limit the ability of Holdings issued pursuant to act, or refrain from acting, in a manner permitted by this Agreementsubsection 7.6(e)(iii)), or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “"Designated Senior Indebtedness” (or any other defined term having a similar purpose) " for the purposes of the Bridge Loan Agreement or the Senior Subordinated Note Indenture.
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Samples: Credit Agreement (Scotts Company)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Senior Subordinated Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance payments (except, in each case, in connection with any refinancing other than regularly scheduled payments of principal and interest) under the Valassis Indenture Documents except to the extent permitted under by Section 7.2(j8.6(h)), 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 any Senior Subordinated Notes, (b) amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Senior Subordinated Notes, if such modification would (i) increase the principal amount thereof Valassis Indenture Documents or the Target Note Purchase Documents (other than any such increase in amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal amount arising from thereof or reduce the rate or extend any date for payment of interest payments paid in kindthereon and (ii) does not involve the payment of a material consent fee or could not otherwise be reasonably expected to have a Material Adverse Effect), (c) redeem, retire, defease, purchase or otherwise acquire the Existing Valassis Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except to the extent permitted by Section 8.6(h), (d) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Stock of the Borrower or any of its Subsidiaries (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and (ii) increase does not involve the interest rate payable in cash, (iii) reduce the ability of Holdings to pay interest in kind, (iv) shorten the maturity thereof, (v) make the subordination terms thereof less favorable to the Lenders, (vi) require Holdings or the Borrower to maintain compliance with any financial covenants, whether compliance with such covenants is required at all times or is tested only at the end of any fiscal period, (vii) provide for any default under such Senior Subordinated Notes in the case payment of a Default or Event of Default under this Agreement material consent fee); or (viii) prohibit, restrict or limit the ability of Holdings to act, or refrain from acting, in a manner permitted by this Agreement, or (ce) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents or the Valassis Indenture Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of the Senior Subordinated Valassis Indenture Documents or the Target Note IndenturePurchase Documents, as the case may be.
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Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease, any segregate funds with respect to the Senior Subordinated Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance (except, in each case, in connection with any refinancing permitted under Section 7.2(j)), 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 any Senior Subordinated Notes, ; (b) amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any the Senior Subordinated Notes if the effect of such amendment, modification, waiver or other change is to increase the interest rate on the Senior Subordinated Notes, if such modification would change (ito earlier dates) increase the any dates on which payments of principal amount thereof or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase in principal amount arising from interest payments paid in kindany grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the Borrower), (ii) increase change the interest rate payable in cashredemption, (iii) reduce the ability of Holdings to pay interest in kind, (iv) shorten the maturity prepayment or defeasance provisions thereof, (v) make change the subordination terms thereof less favorable provisions of the Senior Subordinated Notes (or any Guarantee thereof), or to increase materially the obligations of the Company thereunder or to confer any additional rights on the holders of the Senior Subordinated Notes (or a trustee or other representative on their behalf) that would be adverse in any material respect to any Loan Party or the Lenders, (vi) or require Holdings or the Borrower to maintain compliance with any financial covenants, whether compliance with such covenants is required at all times or is tested only at the end of any fiscal period, (vii) provide for any default under such Senior Subordinated Notes in the case payment of a Default or Event of Default under this Agreement or (viii) prohibit, restrict or limit the ability of Holdings to act, or refrain from acting, in a manner permitted by this Agreement, consent fee; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior IndebtednessDebt” (or any other defined term having a similar purpose) for the purposes of the Senior Subordinated Note Indenture.
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Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily defease or optionally defease, any segregate funds with respect to the Senior Subordinated Notes; (b) change or amend, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance (except, in each case, in connection with any refinancing permitted under Section 7.2(j)), or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Subsidiary agree to make payments to such Derivatives Counterparty as a result of any change in market value or amendment to, the terms of any the Senior Subordinated Notes or the Senior Subordinated Note Indenture if the effect of such change or amendment is to: (i) increase the interest rate on the Senior Subordinated Notes, (bii) amend, modify shorten the dates upon which payments of principal or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of interest are due on the terms of any Senior Subordinated Notes, if such modification would (i) increase the principal amount thereof (other than any such increase in principal amount arising from interest payments paid in kind), (ii) increase the interest rate payable in cash, (iii) reduce add or change in a manner adverse to the ability Borrower any event of Holdings default or add or make more restrictive any covenant with respect to pay interest in kindthe Senior Subordinated Note Indenture, (iv) shorten change in a manner adverse to the maturity thereofBorrower the prepayment provisions in the Senior Subordinated Note Indenture, (v) make change the subordination terms thereof less favorable to provisions set forth in Article 10 of the Lenders, Senior Subordinated Note Indenture or (vi) require Holdings or increase the obligations of the Borrower to maintain compliance with any financial covenantsand its Subsidiaries, whether compliance with such covenants is required at all times taken as a whole, or is tested only at confer additional rights on the end holders of any fiscal period, (vii) provide for any default under such the Senior Subordinated Notes in a manner adverse to the case of Borrower and its Subsidiaries, taken as a Default or Event of Default under this Agreement or (viii) prohibit, restrict or limit the ability of Holdings to actwhole, or refrain from acting, in a manner permitted by this Agreement, the Lenders; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated "Senior Indebtedness” Debt" (or any other defined term having a similar purpose) for the purposes of the Senior Subordinated Note Indenture.
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Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily or optionally defease, any Senior Subordinated Notes, defease or segregate funds for with respect to the notes issued under the Existing Indenture or any such payment, prepayment, repurchase, redemption or defeasance other Indebtedness of the Loan Parties (except, in each case, other than in connection with (i) the prepayment of any refinancing permitted revolving credit facility (except in connection with a termination or permanent reduction of the commitments under Section 7.2(j)any revolving credit facility), (ii) prepayment of Indebtedness under this Agreement, the Amended and Restated Five-Year Revolving Credit Agreement or enter into any derivative or the Short-Term Credit Agreement, and (iii) prepayments of Indebtedness (other transaction with any Derivatives Counterparty obligating than the Borrower or any Subsidiary securities issued under the Existing Indenture) in an aggregate amount not to make payments to such Derivatives Counterparty as a result of any change in market value of any Senior Subordinated Notesexceed $25,000,000, (b) amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Existing Indenture, the notes issued thereunder or documentation governing any Senior Subordinated Notes, if such modification would (i) increase other Indebtedness of the principal amount thereof Loan Parties (other than any such increase in amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal amount arising from thereof or reduce the rate or extend any date for payment of interest payments paid in kind), thereon and (ii) increase does not involve the interest rate payable in cash, (iii) reduce the ability of Holdings to pay interest in kind, (iv) shorten the maturity thereof, (v) make the subordination terms thereof less favorable to the Lenders, (vi) require Holdings or the Borrower to maintain compliance with any financial covenants, whether compliance with such covenants is required at all times or is tested only at the end of any fiscal period, (vii) provide for any default under such Senior Subordinated Notes in the case payment of a Default or Event of Default under this Agreement or (viiiconsent fee) prohibit, restrict or limit the ability of Holdings to act, or refrain from acting, in a manner permitted by this Agreement, or (c) designate incur any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan DocumentsDocuments and Indebtedness permitted under Sections 7.2(f)) which constitutes "Debt" as “Designated Senior Indebtedness” defined in the Existing Indenture or incur obligations under Sale-Leaseback Transactions (or any other than Sale-Leaseback Transactions permitted pursuant to Section 7.11) which constitute "Attributable Debt" as defined term having a similar purpose) in the Existing Indenture, that, in either case, qualifies for the purposes of the Senior Subordinated Note IndentureCNTA Exception.
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Samples: Credit Agreement (Visteon Corp)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily or optionally defease, any Senior Subordinated Notes, defease or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance (except, in each case, in connection with any refinancing permitted under Section 7.2(j)), or enter into any derivative or other transaction with any Derivatives Counterparty obligating respect to the Borrower principal of the Convertible Notes or any Subsidiary Subordinated Debt (provided that (i) the Parent Borrower may issue Capital Stock upon conversion of the Convertible Notes in accordance with their terms, (ii) the Convertible Notes and any Subordinated Debt may be refinanced with other Subordinated Debt and (iii) the Parent Borrower may settle in cash any of its obligations to make payments to such Derivatives Counterparty as a result issue its Capital Stock upon conversion of any change the Convertible Notes in market value of any Senior Subordinated Notes, accordance with their terms); (b) amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the Convertible Note Documents or any of the terms of Subordinated Debt Indenture (other than (x) any Senior Subordinated Notessuch amendment, if such modification would modification, waiver or other change that (i) increase would extend the maturity or reduce the amount of any payment of principal amount thereof (other than or reduce the rate or extend any such increase in principal amount arising from date for payment of interest payments paid in kind), and (ii) increase does not involve the interest rate payable payment of a consent fee and (y) any such amendment, modification, waiver or other change to the Convertible Note Documents that would permit the actions set forth in cash, clause (iii) reduce the ability of Holdings to pay interest in kind, (iv) shorten the maturity thereof, (v) make the subordination terms thereof less favorable above so long as any consent fees payable to the Lenders, (vi) require Holdings or holders of the Borrower to maintain compliance with any financial covenants, whether compliance with such covenants is required at all times or is tested only at the end of any fiscal period, (vii) provide for any default under such Senior Subordinated Convertible Notes in connection therewith shall not exceed an amount equal to 0.25% of the case accreted amount of a Default the Convertible Notes or Event of Default under this Agreement or (viii) prohibit, restrict or limit such greater amount as shall be reasonably acceptable to the ability of Holdings to act, or refrain from acting, in a manner permitted by this Agreement, Administrative Agent; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of the Senior any Subordinated Note Debt Indenture.
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Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, of or otherwise optionally or voluntarily or optionally defease, any Senior Subordinated Notes, defease or segregate funds for with respect to the notes issued under the Existing Indenture or any such payment, prepayment, repurchase, redemption or defeasance other Indebtedness of the Loan Parties (except, in each case, other than in connection with (i) the prepayment of any refinancing permitted revolving credit facility (except in connection with a termination or permanent reduction of the commitments under Section 7.2(j)any revolving credit facility), (ii) prepayment of Indebtedness under this Agreement or enter into any derivative or the Amendment and Restatements, and (iii) prepayments of Indebtedness (other transaction with any Derivatives Counterparty obligating than the Borrower or any Subsidiary securities issued under the Existing Indenture) in an aggregate amount not to make payments to such Derivatives Counterparty as a result of any change in market value of any Senior Subordinated Notesexceed $25,000,000, (b) amend, modify modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Existing Indenture, the notes issued thereunder or documentation governing any Senior Subordinated Notes, if such modification would (i) increase other Indebtedness of the principal amount thereof Loan Parties (other than any such increase in amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal amount arising from thereof or reduce the rate or extend any date for payment of interest payments paid in kind), thereon and (ii) increase does not involve the interest rate payable in cash, (iii) reduce the ability of Holdings to pay interest in kind, (iv) shorten the maturity thereof, (v) make the subordination terms thereof less favorable to the Lenders, (vi) require Holdings or the Borrower to maintain compliance with any financial covenants, whether compliance with such covenants is required at all times or is tested only at the end of any fiscal period, (vii) provide for any default under such Senior Subordinated Notes in the case payment of a Default or Event of Default under this Agreement or (viiiconsent fee) prohibit, restrict or limit the ability of Holdings to act, or refrain from acting, in a manner permitted by this Agreement, or (c) designate incur any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan DocumentsDocuments and Indebtedness permitted under Sections 7.2(f)) which constitutes "Debt" as “Designated Senior Indebtedness” defined in the Existing Indenture or incur obligations under Sale-Leaseback Transactions (or any other than Sale-Leaseback Transactions permitted pursuant to Section 7.11) which constitute "Attributable Debt" as defined term having a similar purpose) in the Existing Indenture, that, in either case, qualifies for the purposes of the Senior Subordinated Note IndentureCNTA Exception.
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Samples: Credit Agreement (Visteon Corp)
