Prepayment of Certain Indebtedness. Purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings, or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent (it being understood that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof): (a) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of Indebtedness of Parent and its Subsidiaries and payment at maturity shall be permitted, (b) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent or Holdings shall be permitted, with the Net Cash Proceeds of Indebtedness of Parent or Holdings, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a), (c) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to a Loan Party, (d) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to Parent subject to the terms of the Intercompany Subordinated Note (it being agreed that in determining compliance with Section 9.6, any such payments shall be deemed to constitute Restricted Payments), (e) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to any Non- Guarantor Subsidiary subject to the terms of the Intercompany Subordinated Note, (f) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent, Holdings or any other Subsidiary of Parent shall be permitted with (i) the Available Amount or (ii) the Parent Available Amount, as applicable, at such time; provided that for (i) and (ii), in the case of such a payment of Indebtedness of the Borrower or its Subsidiaries, no Event of Default shall have occurred and be continuing immediately before and after such payment, (g) payments of Indebtedness (or accreted value, if applicable) incurred pursuant to Sections 9.3(g), (h) and (k) to the extent that the assets securing such Indebtedness are Disposed of in compliance with Section 9.5(c), (h) exchange of any such Indebtedness for Qualified Capital Stock, (i) payments of senior unsecured Indebtedness of Parent or its Subsidiaries shall be permitted in an aggregate amount not to exceed Net Cash Flow from Partnership Parks; provided that no Event of Default shall have occurred and be continuing immediately before and after such payment, (j) AHYDO catch-up payments in respect of such Indebtedness, (k) [reserved], (l) so long as no Event of Default shall have occurred and be continuing, payments of the Senior Notes, (m) so long as no Event of Default shall have occurred and be continuing, payments of any Indebtedness (other than debt subordinated in right of payment) incurred pursuant to (i) Section 9.3(i) or (ii) Section 9.3(n) and (n) other payments so long as no Default or Event of Default has occurred and is continuing immediately before and after such payment; provided at the time of such payment, the Senior Secured Leverage Ratio is equal to or less than 3.25:1.00 as of the relevant Measurement Period, after giving Pro Forma Effect to such payments. Notwithstanding anything to the contrary, during the Designated Period, the exceptions in Section 9.9(a) through Section 9.9(n) above shall be further limited as follows: Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent pursuant to clauses (f), (l), (m) and (n) above. Notwithstanding anything to the contrary, during the Designated Period, Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, any Indebtedness incurred pursuant to Section 9.3(c) that is secured on a pari passu basis with the other Obligations, except that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof: (w) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of such Indebtedness and payment at maturity shall be permitted, (x) payments of the principal amount of such Indebtedness (or accreted value, if applicable) shall be permitted, with the Net Cash Proceeds of Indebtedness, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a), (y) the Borrower may purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of such Indebtedness pursuant to customary asset sale or change of control provisions and AHYDO payments and (z) from and after March 31, 2021, in whole or in part, the Borrower may defease or make any prepayments, purchases, repurchases, or redemptions of or in respect of such Indebtedness so long as (i) the Borrower shall be in compliance with the applicable Financial Covenants immediately before and immediately after giving effect to any such purchase on a Pro Forma Basis as of the applicable Measurement Period (or with respect to Section 9.2, as of such date) and (ii) before and after giving effect to any such purchase, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Prepayment of Certain Indebtedness. Purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings, or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent (it being understood that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof): (a) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of Indebtedness of Parent and its Subsidiaries and payment at maturity shall be permitted, (b) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent or Holdings shall be permitted, with the Net Cash Proceeds of Indebtedness of Parent or Holdings, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a)), (c) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to a Loan Party, (d) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to Parent subject so long as immediately prior to the terms and after giving effect thereto no Default or Event of the Intercompany Subordinated Note Default shall have occurred and be continuing (it being agreed that in determining compliance with Section 9.6, any such payments shall be deemed to constitute Restricted Payments), (e) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to any Non- Non-Guarantor Subsidiary subject so long as immediately prior to the terms and after giving effect thereto no Default or Event of the Intercompany Subordinated NoteDefault shall have occurred and be continuing, (f) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent, Holdings or any other Subsidiary of Parent shall be permitted with (i) the Available Amount or (ii) the Parent Available Amount, as applicable, at such time; provided that for (i) and (ii), in the case of such a payment of Indebtedness of the Borrower or its Subsidiaries, no Default or Event of Default shall have occurred and be continuing immediately before and after such payment, (g) payments of regularly scheduled principal and interest of Indebtedness (or accreted value, if applicable) incurred pursuant to Sections 9.3(g), (h) and (k) to the extent that the assets securing such Indebtedness are Disposed of in compliance with Section 9.5(c), (h) exchange of any such Indebtedness for Qualified Capital Stock, (i) payments of senior unsecured Indebtedness of Parent the Borrower or its Subsidiaries shall be permitted in an aggregate amount not to exceed Net Cash Flow from Partnership Parks$25,000,000; provided that no Default or Event of Default shall have occurred and be continuing immediately before and after such payment, (j) AHYDO catch-up payments in respect of such Indebtedness, Indebtedness and (k) [reserved], (l) so long as no Event of Default shall have occurred and be continuing, payments on that guarantee by Parent of the Senior Notes, (m) so long as no Event debt of Default shall have occurred HWP referenced in and be continuing, payments of any Indebtedness (other than debt subordinated in right of payment) incurred pursuant to (i) Section 9.3(i) or (ii) Section 9.3(n) that certain Guaranty and (n) other payments so long as no Default or Event of Default has occurred and is continuing immediately before and after such payment; provided at the time of such payment, the Senior Secured Leverage Ratio is equal to or less than 3.25:1.00 Indemnity dated as of the relevant Measurement PeriodNovember 5, after giving Pro Forma Effect to such payments. Notwithstanding anything 2007 (as refinanced, refunded, replaced or renewed to the contrary, during the Designated Period, the exceptions extent permitted by Section 9.3(b)) in Section 9.9(a) through Section 9.9(n) above shall be further limited as follows: Parent, Holdings and the Borrower shall not, and shall an amount not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent pursuant to clauses (f), (l), (m) and (n) above. Notwithstanding anything to the contrary, during the Designated Period, Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, any Indebtedness incurred pursuant to Section 9.3(c) that is secured on a pari passu basis with the other Obligations, except that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof: (w) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of such Indebtedness and payment at maturity shall be permitted, (x) payments excess of the principal amount of such Indebtedness (or accreted value, if applicable) shall be permitted, with the Net Cash Proceeds of Indebtedness, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a), (y) the Borrower may purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of such Indebtedness pursuant to customary asset sale or change of control provisions and AHYDO payments and (z) from and after March 31, 2021, in whole or in part, the Borrower may defease or make any prepayments, purchases, repurchases, or redemptions of or in respect of such Indebtedness so long as (i) the Borrower shall be in compliance with the applicable Financial Covenants immediately before and immediately after giving effect to any such purchase on a Pro Forma Basis debt outstanding as of the applicable Measurement Period Closing Date (or with respect to Section 9.2plus accrued interest and premium, as of such date) and (ii) before and after giving effect to any such purchase, no Event of Default shall have occurred and be continuing.if any). 135
Appears in 1 contract
Prepayment of Certain Indebtedness. Purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings, Holdings or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent (it being understood that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof): (a) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of Indebtedness of Parent and its Subsidiaries and payment at maturity shall be permitted, (b) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent or Holdings shall be permitted, with the Net Cash Proceeds of Indebtedness of Parent or Holdings, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a), (c) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to a Loan Party, (d) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to Parent subject to the terms of the Intercompany Subordinated Note (it being agreed that in determining compliance with Section 9.6, any such payments shall be deemed to constitute Restricted Payments), (e) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to any Non- Non-Guarantor Subsidiary subject to the terms of the Intercompany Subordinated Note, (f) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent, Holdings or any other Subsidiary of Parent shall be permitted with (i) the Available Amount or (ii) the Parent Available Amount, as applicable, at such time; provided that for (i) and (ii), in the case of such a payment of Indebtedness of the Borrower or its Subsidiaries, no Event of Default shall have occurred and be continuing immediately before and after such payment, (g) payments of Indebtedness (or accreted value, if applicable) incurred pursuant to Sections 9.3(g), (h) and (k) to the extent that the assets securing such Indebtedness are Disposed of in compliance with Section 9.5(c), (h) exchange of any such Indebtedness for Qualified Capital Stock, (i) payments of senior unsecured Indebtedness of Parent or its Subsidiaries shall be permitted in an aggregate amount not to exceed Net Cash Flow from Partnership Parks; provided that no Event of Default shall have occurred and be continuing immediately before and after such payment, (j) AHYDO catch-up payments in respect of such Indebtedness, (k) [reserved], (l) so long as no Event of Default shall have occurred and be continuing, payments of the Senior Notes, (m) so long as no Event of Default shall have occurred and be continuing, payments of any Indebtedness (other than debt subordinated in right of payment) incurred pursuant to (i) Section 9.3(i) or (ii) Section 9.3(n) and (n) other payments so long as no Default or Event of Default has occurred and is continuing immediately before and after such payment; provided at the time of such payment, the Senior Secured Leverage Ratio is equal to or less than 3.25:1.00 as of the relevant Measurement Period, after giving Pro Forma Effect to such payments. Notwithstanding anything to the contrary, during the Designated Period, the exceptions in Section 9.9(a) through Section 9.9(n) above shall be further limited as follows: Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent pursuant to clauses (f), (l), (m) and (n) above. Notwithstanding anything to the contrary, during the Designated Period, Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, any Indebtedness incurred pursuant to Section 9.3(c) that is secured on a pari passu basis with the other Obligations, except that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof: (w) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of such Indebtedness and payment at maturity shall be permitted, (x) payments of the principal amount of such Indebtedness (or accreted value, if applicable) shall be permitted, with the Net Cash Proceeds of Indebtedness, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a), (y) the Borrower may purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of such Indebtedness pursuant to customary asset sale or change of control provisions and AHYDO payments and (z) from and after March 31, 2021the Secured Leverage Restart Date, in whole or in part, the Borrower may defease or make any prepayments, purchases, repurchases, or redemptions of or in respect of such Indebtedness so long as (i) the Borrower shall be in compliance with the applicable Financial Covenants immediately before and immediately after giving effect to any such purchase on a Pro Forma Basis as of the applicable Measurement Period (or with respect to Section 9.2, as of such date) and (ii) before and after giving effect to any such purchase, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Prepayment of Certain Indebtedness. Purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into 140 any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings, or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent (it being understood that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof): (a) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of Indebtedness of Parent and its Subsidiaries and payment at maturity shall be permitted, (b) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent or Holdings shall be permitted, with the Net Cash Proceeds of Indebtedness of Parent or Holdings, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a), (c) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to a Loan Party, (d) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to Parent subject to the terms of the Intercompany Subordinated Note (it being agreed that in determining compliance with Section 9.6, any such payments shall be deemed to constitute Restricted Payments), (e) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to any Non- Non-Guarantor Subsidiary subject to the terms of the Intercompany Subordinated Note, (f) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent, Holdings or any other Subsidiary of Parent shall be permitted with (i) the Available Amount or (ii) the Parent Available Amount, as applicable, at such time; provided that for (i) and (ii), in the case of such a payment of Indebtedness of the Borrower or its Subsidiaries, no Event of Default shall have occurred and be continuing immediately before and after such payment, (g) payments of Indebtedness (or accreted value, if applicable) incurred pursuant to Sections 9.3(g), (h) and (k) to the extent that the assets securing such Indebtedness are Disposed of in compliance with Section 9.5(c), (h) exchange of any such Indebtedness for Qualified Capital Stock, (i) payments of senior unsecured Indebtedness of Parent or its Subsidiaries shall be permitted in an aggregate amount not to exceed Net Cash Flow from Partnership Parks; provided that no Event of Default shall have occurred and be continuing immediately before and after such payment, (j) AHYDO catch-up payments in respect of such Indebtedness, (k) [reserved], (l) so long as no Event of Default shall have occurred and be continuing, payments of the Senior Notes, (m) so long as no Event of Default shall have occurred and be continuing, payments of any Indebtedness (other than debt subordinated in right of payment) incurred pursuant to (i) Section 9.3(i) or (ii) Section 9.3(n) and (n) other payments so long as no Default or Event of Default has occurred and is continuing immediately before and after such payment; provided at the time of such payment, the Senior Secured Leverage Ratio is equal to or less than 3.25:1.00 as of the relevant Measurement Period, after giving Pro Forma Effect to such payments. Notwithstanding anything to the contrary, during the Designated Period, the exceptions in Section 9.9(a) through Section 9.9(n) above shall be further limited as follows: Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent pursuant to clauses (f), (l), (m) and (n) above. Notwithstanding anything to the contrary, during the Designated Period, Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, any Indebtedness incurred pursuant to Section 9.3(c) that is secured on a pari passu basis with the other Obligations, except that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof: (w) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of such Indebtedness and payment at maturity shall be permitted, (x) payments of the principal amount of such Indebtedness (or accreted value, if applicable) shall be permitted, with the Net Cash Proceeds of Indebtedness, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a), (y) the Borrower may purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of such Indebtedness pursuant to customary asset sale or change of control provisions and AHYDO payments and (z) from and after March 31, 2021, in whole or in part, the Borrower may defease or make any prepayments, purchases, repurchases, or redemptions of or in respect of such Indebtedness so long as (i) the Borrower shall be in compliance with the applicable Financial Covenants immediately before and immediately after giving effect to any such purchase on a Pro Forma Basis as of the applicable Measurement Period (or with respect to Section 9.2, as of such date) and (ii) before and after giving effect to any such purchase, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Prepayment of Certain Indebtedness. Purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness (other than Indebtedness under the First Lien Credit Documents or Permitted First Lien Refinancing Indebtedness) outstanding under any Indenture of Parent, Holdings, Parent or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent Holdings (it being understood that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof): : (a) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest and mandatory prepayments of Indebtedness of Parent and its Subsidiaries (including, without limitation, any Permitted First Lien Refinancing Indebtedness and payment at maturity the New Time Warner Facility) shall be permitted, (b) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent or Holdings shall be permitted, with the Net Cash Proceeds of Indebtedness of Parent or Holdings, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.37.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a)3.4, (c) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to a Loan Party, (d) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to Parent subject so long as immediately prior to the terms and after giving effect thereto no Default or Event of the Intercompany Subordinated Note Default shall have occurred and be continuing (it being agreed that in determining compliance with Section 9.67.6, any such payments shall be deemed to constitute Restricted Payments), (e) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to any Non- Non-Guarantor Subsidiary subject so long as immediately prior to the terms and after giving effect thereto no Default or Event of the Intercompany Subordinated NoteDefault shall have occurred and be continuing, (f) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent, Parent or Holdings or any other Subsidiary of Parent shall be permitted with (i) the Available Amount or (ii) the Qualified Capital Stock of Parent Available Amount, so long as applicable, at such time; provided that for (i) and (ii), Qualified Capital Stock is issued in the case contemplation of such a payment of Indebtedness of the Borrower or its Subsidiariesrepayment, no Event of Default shall have occurred and be continuing immediately before and after such payment, (g) payments of regularly scheduled principal and interest of Indebtedness (or accreted value, if applicable) incurred pursuant to Sections 9.3(g7.3(g), (h) and (k) to the extent that the assets securing such Indebtedness are Disposed of in compliance with Section 9.5(c7.5(c), (h) exchange of any such Indebtedness for Qualified Capital Stock, (i) payments of senior unsecured Indebtedness of Parent or its Subsidiaries shall be permitted in an aggregate amount not to exceed Net Cash Flow from Partnership Parks; provided that no Event of Default shall have occurred and be continuing immediately before and after such payment, (j) AHYDO catch-up payments in respect of such Indebtedness, (k) [reserved], (l) so long as no Event of Default shall have occurred and be continuing, payments of the Senior Notes, (m) so long as no Event of Default shall have occurred and be continuing, payments of any Indebtedness (other than debt subordinated in right of payment) incurred pursuant to (i) Section 9.3(i) or (ii) Section 9.3(n) and (n) other payments so long as no Default or Event of Default has occurred and is continuing immediately before and after such payment; provided at the time of such payment, the Senior Secured Leverage Ratio is equal to or less than 3.25:1.00 as of the relevant Measurement Period, after giving Pro Forma Effect to such payments. Notwithstanding anything to the contrary, during the Designated Period, the exceptions in Section 9.9(a) through Section 9.9(n) above shall be further limited as follows: Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent pursuant to clauses (f), (l), (m) and (n) above. Notwithstanding anything to the contrary, during the Designated Period, Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, any Indebtedness incurred pursuant to Section 9.3(c) that is secured on a pari passu basis with the other Obligations, except that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof: (w) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of such Indebtedness and payment at maturity shall be permitted, (x) payments of the principal amount of such Indebtedness (or accreted value, if applicable) shall be permitted, with the Net Cash Proceeds of Indebtedness, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a), (y) the Borrower may purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of such Indebtedness pursuant to customary asset sale or change of control provisions and AHYDO payments and (z) from and after March 31, 2021, in whole or in part, the Borrower may defease or make any prepayments, purchases, repurchases, or redemptions of or in respect of such Indebtedness so long as (i) the Borrower shall be in compliance with the applicable Financial Covenants immediately before and immediately after giving effect to any such purchase on a Pro Forma Basis as of the applicable Measurement Period (or with respect to Section 9.2, as of such date) and (ii) before and after giving effect to any such purchase, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Prepayment of Certain Indebtedness. Purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings, or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent (it being understood that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof): (a) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of Indebtedness of Parent and its Subsidiaries and payment at maturity shall be permitted, (b) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent or Holdings shall be permitted, with the Net Cash Proceeds of Indebtedness of Parent or Holdings, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a)), (c) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to a Loan Party, (d) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to Parent subject to the terms of the Intercompany Subordinated Note (it being agreed that in determining compliance with Section 9.6, any such payments shall be deemed to constitute Restricted Payments), (e) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to any Non- Non-Guarantor Subsidiary subject to the terms of the Intercompany Subordinated Note, (f) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent, Holdings or any other Subsidiary of Parent shall be permitted with (i) the Available Amount or (ii) the Parent Available Amount, as applicable, at such time; provided that for (i) and (ii), in the case of such a payment of Indebtedness of the Borrower or its Subsidiaries, no Event of Default shall have occurred and be continuing immediately before and after such payment, (g) payments of Indebtedness (or accreted value, if applicable) incurred pursuant to Sections 9.3(g), (h) and (k) to the extent that the assets securing such Indebtedness are Disposed of in compliance with Section 9.5(c), (h) exchange of any such Indebtedness for Qualified Capital Stock, (i) payments of senior unsecured Indebtedness of Parent or its Subsidiaries shall be permitted in an aggregate amount not to exceed the sum of (y) $150,000,000 and (z) Net Cash Flow from Partnership Parks; provided that no Event of Default shall have occurred and be continuing immediately before and after such payment, (j) AHYDO catch-up payments in respect of such Indebtedness, (k) [reserved], payments on the Great Escape Agreements and (l) other payments so long as no Event of Default shall have occurred and be continuing, payments of the Senior Notes, (m) so long as no Event of Default shall have occurred and be continuing, payments of any Indebtedness (other than debt subordinated in right of payment) incurred pursuant to (i) Section 9.3(i) or (ii) Section 9.3(n) and (n) other payments so long as no Default or Event of Default has occurred and or is continuing immediately before and after at the time of making such paymentpayments; provided at the time of such paymentpayments, the Senior Secured Leverage Ratio is equal to or less than 3.25:1.00 as of the relevant Measurement Period2.25:1.00, after giving Pro Forma Effect to such payments. Notwithstanding anything to the contrary, during the Designated Period, the exceptions in Section 9.9(a) through Section 9.9(n) above shall be further limited as follows: Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent pursuant to clauses (f), (l), (m) and (n) above. Notwithstanding anything to the contrary, during the Designated Period, Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, any Indebtedness incurred pursuant to Section 9.3(c) that is secured on a pari passu basis with the other Obligations, except that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof: (w) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of such Indebtedness and payment at maturity shall be permitted, (x) payments of the principal amount of such Indebtedness (or accreted value, if applicable) shall be permitted, with the Net Cash Proceeds of Indebtedness, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a), (y) the Borrower may purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of such Indebtedness pursuant to customary asset sale or change of control provisions and AHYDO payments and (z) from and after March 31, 2021, in whole or in part, the Borrower may defease or make any prepayments, purchases, repurchases, or redemptions of or in respect of such Indebtedness so long as (i) the Borrower shall be in compliance with the applicable Financial Covenants immediately before and immediately after giving effect to any such purchase on a Pro Forma Basis as of the applicable Measurement Period (or with respect to Section 9.2, as of such date) and (ii) before and after giving effect to any such purchase, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Prepayment of Certain Indebtedness. Purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings, Holdings or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent (it being understood that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof): (a) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of Indebtedness of Parent and its Subsidiaries and payment at maturity shall be permitted, (b) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent or Holdings shall be permitted, with the Net Cash Proceeds of Indebtedness of Parent or Holdings, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a), (c) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to a Loan Party, (d) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to Parent subject to the terms of the Intercompany Subordinated Note (it being agreed that in determining compliance with Section 9.6, any such payments shall be deemed to constitute Restricted Payments), (e) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to any Non- Non-Guarantor Subsidiary subject to the terms of the Intercompany Subordinated Note, (f) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent, Holdings or any other Subsidiary of Parent shall be permitted with (i) the Available Amount or (ii) the Parent Available Amount, as applicable, at such time; provided that for (i) and (ii), in the case of such a payment of Indebtedness of the Borrower or its Subsidiaries, no Event of Default shall have occurred and be continuing immediately before and after such payment, (g) payments of Indebtedness (or accreted value, if applicable) incurred pursuant to Sections 9.3(g), (h) and (k) to the extent that the assets securing such Indebtedness are Disposed of in compliance with Section 9.5(c), (h) exchange of any such Indebtedness for Qualified Capital Stock, (i) payments of senior unsecured Indebtedness of Parent or its Subsidiaries shall be permitted in an aggregate amount not to exceed Net Cash Flow from Partnership Parks; provided that no Event of Default shall have occurred and be continuing immediately before and after such payment, (j) AHYDO catch-up payments in respect of such Indebtedness, (k) [reserved], (l) so long as no Event of Default shall have occurred and be continuing, payments of the Senior Notes, (m) so long as no Event of Default shall have occurred and be continuing, payments of any Indebtedness (other than debt subordinated in right of payment) incurred pursuant to (i) Section 9.3(i) or (ii) Section 9.3(n) and (n) other payments so long as no Default or Event of Default has occurred and is continuing immediately before and after such payment; provided at the time of such payment, the Senior Secured Leverage Ratio is equal to or less than 3.25:1.00 as of the relevant Measurement Period, after giving Pro Forma Effect to such payments. Notwithstanding anything to the contrary, during the Designated Period, the exceptions in Section 9.9(a) through Section 9.9(n) above shall be further limited as follows: Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent pursuant to clauses (f), (l), (m) and (n) above. Notwithstanding anything to the contrary, during the Designated Period, Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, any Indebtedness incurred pursuant to Section 9.3(c) that is secured on a pari passu basis with the other Obligations, except that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof: (w) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of such Indebtedness and payment at maturity shall be permitted, (x) payments of the principal amount of such Indebtedness (or accreted value, if applicable) shall be permitted, with the Net Cash Proceeds of Indebtedness, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a), (y) the Borrower may purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of such Indebtedness pursuant to customary asset sale or change of control provisions and AHYDO payments and (z) from and after March 31, 20212021the Secured Leverage Restart Date, in whole or in part, the Borrower may defease or make any prepayments, purchases, repurchases, or redemptions of or in respect of such Indebtedness so long as (i) the Borrower shall be in compliance with the applicable Financial Covenants immediately before and immediately after giving effect to any such purchase on a Pro Forma Basis as of the applicable Measurement Period (or with respect to Section 9.2, as of such date) and (ii) before and after giving effect to any such purchase, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Prepayment of Certain Indebtedness. Purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under the Second Lien Credit Agreement, any Permitted Second Lien Refinancing Indebtedness or any Indenture of Parent, Holdings, Parent or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent Holdings (it being understood that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof): : (a) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest and mandatory prepayments of Indebtedness of Parent and its Subsidiaries (including, without limitation, the Second Lien Credit Agreement, any Permitted Second Lien Refinancing Indebtedness and payment at maturity the New Time Warner Facility) shall be permitted, (b) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent or Holdings shall be permitted, with the Net Cash Proceeds of the Second Lien Credit Agreement or any Permitted Second Lien Refinancing Indebtedness permitted under Section 9.3(i), (c) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent or Holdings shall be permitted, with the Net Cash Proceeds of Indebtedness of Parent or Holdings, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a5.5), (cd) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to a Loan Party, (de) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to Parent subject so long as immediately prior to the terms and after giving effect thereto no Default or Event of the Intercompany Subordinated Note Default shall have occurred and be continuing (it being agreed that in determining compliance with Section 9.6, any such payments shall be deemed to constitute Restricted Payments), (ef) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to any Non- Non-Guarantor Subsidiary subject so long as immediately prior to the terms and after giving effect thereto no Default or Event of the Intercompany Subordinated NoteDefault shall have occurred and be continuing, (fg) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent, Parent or Holdings or any other Subsidiary of Parent shall be permitted with (i) the Available Amount or (ii) the Qualified Capital Stock of Parent Available Amountso long as such Qualified Capital Stock is issued in contemplation of such repayment, as applicable, at such time; provided that for (i) and (ii), in the case of such a payment of Indebtedness of the Borrower or its Subsidiaries, no Event of Default shall have occurred and be continuing immediately before and after such payment, (gh) payments of regularly scheduled principal and interest of Indebtedness (or accreted value, if applicable) incurred pursuant to Sections 9.3(g), (h) and (k) to the extent that the assets securing such Indebtedness are Disposed of in compliance with Section 9.5(c), (h) exchange of any such Indebtedness for Qualified Capital Stock, (i) payments of senior unsecured Indebtedness of Parent or its Subsidiaries shall be permitted in an aggregate amount not to exceed Net Cash Flow from Partnership Parks; provided that no Event of Default shall have occurred and be continuing immediately before and after such payment, (j) AHYDO catch-up payments in respect of such Indebtedness, (k) [reserved], (l) so long as no Event of Default shall have occurred and be continuing, payments of the Senior Notes, (m) so long as no Event of Default shall have occurred and be continuing, payments of any Indebtedness (other than debt subordinated in right of payment) incurred pursuant to (i) Section 9.3(i) or (ii) Section 9.3(n) and (n) other payments so long as no Default or Event of Default has occurred and is continuing immediately before and after such payment; provided at the time of such payment, the Senior Secured Leverage Ratio is equal to or less than 3.25:1.00 as of the relevant Measurement Period, after giving Pro Forma Effect to such payments. Notwithstanding anything to the contrary, during the Designated Period, the exceptions in Section 9.9(a) through Section 9.9(n) above shall be further limited as follows: Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings or (solely in the case of Indebtedness that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent pursuant to clauses (f), (l), (m) and (n) above. Notwithstanding anything to the contrary, during the Designated Period, Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result of a change in market value of, any Indebtedness incurred pursuant to Section 9.3(c) that is secured on a pari passu basis with the other Obligations, except that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any agent acting on behalf thereof: (w) payments of required payments of indemnities, expenses, fees and regularly scheduled principal and interest of such Indebtedness and payment at maturity shall be permitted, (x) payments of the principal amount of such Indebtedness (or accreted value, if applicable) shall be permitted, with the Net Cash Proceeds of Indebtedness, as the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a), (y) the Borrower may purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of such Indebtedness pursuant to customary asset sale or change of control provisions and AHYDO payments and (z) from and after March 31, 2021, in whole or in part, the Borrower may defease or make any prepayments, purchases, repurchases, or redemptions of or in respect of such Indebtedness so long as (i) the Borrower shall be in compliance with the applicable Financial Covenants immediately before and immediately after giving effect to any such purchase on a Pro Forma Basis as of the applicable Measurement Period (or with respect to Section 9.2, as of such date) and (ii) before and after giving effect to any such purchase, no Event of Default shall have occurred and be continuing.106
Appears in 1 contract
