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 optionally or voluntarily defease or segregate funds with respect to the Senior Unsecured Debt, Permitted Unsecured Debt or any Indebtedness that is subordinated to the Obligations; provided that the Parent Borrower shall be permitted to repay any Senior Unsecured Debt or Permitted Unsecured Debt and any Borrower shall be permitted to repay any Indebtedness that is subordinated to the Obligations so long as, (i) on a pro forma basis, after giving effect to such prepayment and any Indebtedness incurred with respect thereto, (x) the Consolidated Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 4.00:1.00 and (ii) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 2.25:1.00; provided, further that the Parent Borrower shall be permitted to repay the Senior Unsecured Debt so long as on a pro forma basis, after giving effect to such prepayment and any Indebtedness incurred with respect thereto, (A) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 3.25:1.00 and (B) on the date of such repayment, Liquidity is in excess of $150,000,000 or (b) 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 Senior Unsecured Debt, Permitted Unsecured Debt or any such subordinated Indebtedness (other than any such amendment, modification, waiver or other change that (i) 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 or (ii) is not materially adverse to the Lenders). For purposes of determining compliance with this Section 7.8, (A) a payment need not be incurred solely by reference to one category described in this Section 7.8, but is permitted to be made or existing in part under any combination thereof and of any other available exemption and (B) in the event that a payment (or any portion thereof) meets the criteria of one or more of the categories of permitted payments (or any portion thereof) described in this Section 7.8, the Parent Borrower, in its sole discretion, may divide or classify any such payment (or any portion thereof) in any manner that complies with this Section 7.8 and will be entitled to only include the amount and type of such payment (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such payment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof).
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Samples: Credit Agreement (Wolverine World Wide Inc /De/), Credit Agreement (Wolverine World Wide Inc /De/)
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 optionally or voluntarily defease or segregate funds with respect to the Senior Unsecured Debt, Permitted Unsecured Debt or any Indebtedness that is subordinated to the Obligations; provided that the Parent Borrower shall be permitted to repay any Senior Unsecured Debt or Debt, Permitted Unsecured Debt and any Borrower shall be permitted to repay or any Indebtedness that is subordinated to the Obligations so long as, (i) on a pro forma basis, after giving effect to such prepayment and any Indebtedness incurred with respect thereto, (x) the Consolidated Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 4.00:1.00 and (iiy) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 2.25:1.00; provided, further that the Parent Borrower shall be permitted to repay the Senior Unsecured Debt so long as on a pro forma basis, after giving effect to such prepayment and any Indebtedness incurred with respect thereto, (A) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 3.25:1.00 2.25:1.00 and (Bii) on the date of such repayment, Liquidity is there shall be no more than $75,000,000 in excess aggregate amount of $150,000,000 Revolving Extensions of Credit outstanding or (b) 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 Senior Unsecured Debt, Permitted Unsecured Debt or any such subordinated Indebtedness (other than any such amendment, modification, waiver or other change that (i) 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 or (ii) is not materially adverse to the Lenders). For purposes of determining compliance with this Section 7.8, (A) a payment need not be incurred solely by reference to one category described in this Section 7.8, but is permitted to be made or existing in part under any combination thereof and of any other available exemption and (B) in the event that a payment (or any portion thereof) meets the criteria of one or more of the categories of permitted payments (or any portion thereof) described in this Section 7.8, the Parent Borrower, in its sole discretion, may divide or classify any such payment (or any portion thereof) in any manner that complies with this Section 7.8 and will be entitled to only include the amount and type of such payment (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such payment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof).
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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 or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Unsecured Debt, Permitted Unsecured Debt or any Indebtedness that is subordinated to the Obligations; provided that the Parent Borrower shall be permitted to repay any Senior Unsecured Debt or Permitted Unsecured Debt and any Borrower shall be permitted to repay any Indebtedness that is subordinated to the Obligations so long asby Section 8.2, other than (i) on a pro forma basisany First Lien Obligations and, after giving effect to such prepayment and any Indebtedness incurred with respect thereto, (x) the Consolidated Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to extent permitted by Section 6.1(a) or (b2.12(e)) is less than 4.00:1.00 and , the Second Lien Obligations, (ii) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered Capital Lease Obligations referred to the Administrative Agent pursuant to in Section 6.1(a8.2(i) or (biii) prepayment of the OTC Long Term Note Indebtedness solely (x) with the proceeds of Indebtedness permitted under Section 8.2(g)(ii)) is less than 2.25:1.00; provided, further that the Parent Borrower shall be permitted to repay the Senior Unsecured Debt so long as on a pro forma basis, after giving effect to such prepayment and any Indebtedness incurred with respect thereto, (A) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(aiii) or (b)iv) is less than 3.25:1.00 and (By) on or about the date Restatement Effective Date, with the proceeds of such repayment, Liquidity is in excess of $150,000,000 or the PowerTel Blocked Account; (b) 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 Senior Unsecured Debt, Permitted Unsecured Debt or any such subordinated Indebtedness permitted by Section 8.2 (other than Indebtedness pursuant to any such amendment, modification, waiver Loan Document or other change amendments necessary to permit the prepayment of the Capital Lease Obligations referred to in Section 8.2(i)) that (i) would extend shorten the maturity or reduce increase the amount of any payment of principal thereof or reduce the rate of interest thereon or extend shorten any date for payment of interest thereon or (ii) is not materially that would be otherwise adverse to the Lenders). For purposes of determining compliance with this Section 7.8, (A) a payment need not be incurred solely by reference to one category described in this Section 7.8, but is permitted to be made any First Lien Facility Lender or existing in part under any combination thereof and of any other available exemption First Lien Secured Party; (c) 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 Second Lien Facilities, except as permitted by Section 2.25 and Section 14.7(a); or (Bd) in the event that a make any payment (whether constituting principal, interest or any portion thereofotherwise and whether voluntary, mandatory or scheduled) meets the criteria of one on or more of the categories of with respect to Indebtedness permitted payments under Section 8.2(j) (other than interest paid in kind or any portion thereof) described in this Section 7.8, the Parent Borrower, in its sole discretion, may divide or classify any such payment (or any portion thereof) in any manner that complies with this Section 7.8 and will be entitled to only include the amount and type of such payment (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such payment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereofwhich has accreted).
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Samples: Credit and Guaranty Agreement (Leucadia National 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 or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Unsecured Debtto, Permitted Unsecured Debt or make any Indebtedness that is subordinated to the Obligations; provided that the Parent Borrower shall be permitted to repay payment in violation of any Senior Unsecured Debt or Permitted Unsecured Debt and any Borrower shall be permitted to repay any Indebtedness that is subordinated to the Obligations so long assubordination terms applicable to, (i) on a pro forma basis, after giving effect to such prepayment and any Indebtedness incurred pursuant to Section 8.02(f), Section 8.02(h), Section 8.02(p) or Section 8.02(q) (in each case, other than a Permitted Refinancing thereof, an exchange of Capital Stock of Parent or Holdings to the holders of any Indebtedness incurred pursuant to Section 8.02(f), Section 8.02(h), Section 8.02(p) or Section 8.02(q) for the cancellation of all or any portion of any Indebtedness incurred pursuant to Section 8.02(f), Section 8.02(h), Section 8.02(p) or Section 8.02(q), as applicable, and other than with respect theretothe Available Amount and Capital Stock Net Cash Proceeds and, in each case where the Available Amount is utilized, provided that (x) the Consolidated Leverage Ratio (determined of the Borrower for the period of four consecutive fiscal quarters ending on the basis last day of the fiscal quarter for which financial information most recently delivered to the Administrative Agent pursuant to statements and certificates required by Section 6.1(a7.01(a) or (b)) and Section 7.02(b) have been delivered or are available (and calculated giving pro forma effect to such payment, prepayment, repurchase, redemption, defeasance or segregation and to any other event occurring after such period as to which pro forma recalculation is less than 4.00:1.00 appropriate) shall not exceed 3.50 to 1.00 and (iiy) the Consolidated Senior Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or Borrower (b)) is less than 2.25:1.00; provided, further that the Parent Borrower shall be permitted to repay the Senior Unsecured Debt so long as calculated on a pro forma basisbasis in the same manner as the Consolidated Leverage Ratio is required to be calculated pursuant to clause (x)) shall not exceed 2.50 to 1.00, after giving effect or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Restricted Subsidiary to make payments to such prepayment and any Indebtedness incurred with respect thereto, (A) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 3.25:1.00 and (B) on the date of such repayment, Liquidity is in excess of $150,000,000 or (b) 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 Senior Unsecured Debt, Permitted Unsecured Debt or any such subordinated Indebtedness (other than any such amendment, modification, waiver or other change that (i) 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 or (ii) is not materially adverse to the Lenders). For purposes of determining compliance with this Section 7.8, (A) a payment need not be incurred solely by reference to one category described in this Section 7.8, but is permitted to be made or existing in part under any combination thereof and of any other available exemption and (B) in the event that a payment (or any portion thereof) meets the criteria of one or more of the categories of permitted payments (or any portion thereof) described in this Section 7.8, the Parent Borrower, in its sole discretion, may divide or classify any such payment (or any portion thereof) in any manner that complies with this Section 7.8 and will be entitled to only include the amount and type of such payment (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such payment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof).Derivatives
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Samples: Credit Agreement (Roundy's, Inc.)
Optional Payments and Modifications of Certain Debt Instruments. (a) Make Except as contemplated by Section 7.6, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Unsecured DebtSubordinated Notes, Permitted Unsecured Debt the Holdings Notes (except with the Net Cash Proceeds of the issuance of any Refinancing Holdings Notes or any Indebtedness that is Capital Stock of Holdings and except with Capital Stock) or any subordinated debt incurred pursuant to the Obligations; Section 7.2(g) (provided that the Parent Borrower shall Senior Subordinated Notes may be permitted to repay any Senior Unsecured Debt or Permitted Unsecured Debt and any Borrower shall be permitted to repay any Indebtedness that is subordinated to the Obligations repurchased so long as, as (i) on a pro forma basis, before and after giving effect to such prepayment and any Indebtedness incurred with respect theretorepurchase, (x) the Consolidated Leverage Ratio (determined on the basis no Default or Event of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) Default shall have occurred or (b)) is less than 4.00:1.00 and be continuing, (ii) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 2.25:1.00; provided, further that the Parent Borrower shall be permitted to repay the Senior Unsecured Debt so long as on a pro forma basis, after giving effect to such prepayment repurchase, the Consolidated Leverage Ratio for the most recently completed four fiscal quarters of the Borrower is not more than 4:00 to 1:00, and any Indebtedness incurred with respect thereto, (iii) the aggregate principal amount of such repurchases shall not exceed the sum of (A) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 3.25:1.00 and $25,000,000, plus (B) on the date aggregate amount of such repayment, Liquidity Excess Cash Flow that is in excess of $150,000,000 or not required to prepay the Term Loans); (b) 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 Senior Unsecured DebtSubordinated Notes, Permitted Unsecured Debt the Holdings Notes or any such of the terms of any subordinated Indebtedness debt incurred pursuant to Section 7.2(g) (other than any such amendment, modification, waiver or other change that (i) 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 or (ii) is make the provisions thereof, in the opinion of the Agents, less restrictive to Holdings, the Borrower or its Subsidiaries and, in the case of each of clause (i) and (ii), does not materially adverse involve the payment of a consent fee in excess of $5,000,000); (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the Lenders). For purposes of determining compliance with this Section 7.8, (A) a payment need not be incurred solely by reference to one category described in this Section 7.8, but is permitted to be made or existing in part under any combination thereof and terms of any other available exemption and Disqualified Capital Stock (B) in the event that a payment (or any portion thereof) meets the criteria of one or more of the categories of permitted payments (or any portion thereof) described in this Section 7.8, the Parent Borrower, in its sole discretion, may divide or classify other than any such payment amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or any portion thereof) in any manner that complies with this Section 7.8 and will be entitled to only include reduce the amount and type of such payment (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such payment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof).scheduled redemption payment
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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 or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Unsecured Debt, Permitted Unsecured Debt or any Indebtedness that is subordinated to the Obligations; provided that the Parent Borrower shall be permitted to repay any Senior Unsecured Debt or Debt, Permitted Unsecured Debt and any Borrower shall be permitted to repay or any Indebtedness that is subordinated to the Obligations so long as, (i) on a pro forma basis, after giving effect to such prepayment and any Indebtedness incurred with respect thereto, (x) the Consolidated Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 4.00:1.00 and (iiy) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 2.25:1.00; provided, further that the Parent Borrower shall be permitted to repay the Senior Unsecured Debt so long as on a pro forma basis, after giving effect to such prepayment and any Indebtedness incurred with respect thereto, (A) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 3.25:1.00 2.25:1.00 and (Bii) on the date of such repayment, Liquidity is there shall be no more than $75,000,000 in excess aggregate amount of $150,000,000 Revolving Extensions of Credit outstanding or (b) 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 Bridge Loans, the Senior Unsecured Debt, Permitted Unsecured Debt or any such subordinated Indebtedness (other than any such amendment, modification, waiver or other change that (i) 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 or (ii) is not materially adverse to the Lenders). For purposes of determining compliance with this Section 7.8, (A) a payment need not be incurred solely by reference to one category described in this Section 7.8, but is permitted to be made or existing in part under any combination thereof and of any other available exemption and (B) in the event that a payment (or any portion thereof) meets the criteria of one or more of the categories of permitted payments (or any portion thereof) described in this Section 7.8, the Parent Borrower, in its sole discretion, may divide or classify any such payment (or any portion thereof) in any manner that complies with this Section 7.8 and will be entitled to only include the amount and type of such payment (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such payment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof).
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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 or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Unsecured Debt, Permitted Unsecured Debt or any Indebtedness that is subordinated to the Obligations; provided that the Parent Borrower shall be permitted to repay any Senior Unsecured Debt or Permitted Unsecured Debt and any Borrower shall be permitted to repay any Indebtedness that is subordinated to the Obligations so long as, (i) on a pro forma basis, after giving effect to such prepayment and any Indebtedness incurred with respect thereto, (x) the Consolidated Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 4.00:1.00 and (ii) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 2.25:1.00; provided, further that the Parent Borrower shall be permitted to repay the Senior Unsecured Debt so long as on a pro forma basis, after giving effect to such prepayment and any Indebtedness incurred with respect thereto, (A) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 3.25:1.00 and (B) on the date of such repayment, Liquidity is in excess of $150,000,000 or (b) 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 Senior Unsecured Debt, Permitted Unsecured Debt or any such subordinated Indebtedness (other than any such amendment, modification, waiver or other change that (i) 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 or (ii) is not materially adverse to the Lenders). For purposes of determining compliance with this Section 7.8, (A) a payment need not be incurred solely by reference to one category described in this Section 7.8, but is permitted to be made or existing in part under any combination thereof and of any other available exemption and (B) in the event that a payment (or any portion thereof) meets the criteria of one or more of the categories of permitted payments (or any portion thereof) described in this Section 7.8, the Parent Borrower, in its sole discretion, may divide or classify any such payment (or any portion thereof) in any manner that complies with this Section 7.8 and will be entitled to only include the amount and type of such payment (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such payment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof).
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Optional Payments and Modifications of Certain Debt Instruments. (ai) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Unsecured DebtHoldings Subordinated Notes, Permitted Unsecured Debt the Borrower Subordinated Notes or any Indebtedness that is subordinated other Subordinated Obligations (except (v) to the Obligations; provided that the Parent Borrower shall be extent permitted to repay any Senior Unsecured Debt or Permitted Unsecured Debt and any Borrower shall be permitted to repay any Indebtedness that is subordinated to the Obligations so long asby Section 5.02(f)(vi), (iw) on a pro forma basis, after giving effect to such prepayment refinancing of the Holdings Subordinated Notes with Subordinated Obligations of Holdings permitted by Section 5.02(b)(v) and any Indebtedness incurred this Section 5.02(h) and a refinancing of the Borrower Subordinated Notes with respect theretoSubordinated Obligations permitted by Section 5.02(b)(vi) and this Section 5.02(h), (x) the Consolidated Leverage Ratio (determined on the basis exchange of the financial information most recently delivered Holdings Subordinated Notes or the Borrower Subordinated Notes for Equity Securities of the Parent, (y) payments permitted to the Administrative Agent be made pursuant to Section 6.1(a5.02(f) or and (bz) payments expressly approved in writing by the Required Lenders)) is less than 4.00:1.00 and ; (ii) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) enter into or (b)) is less than 2.25:1.00; provided, further that the Parent Borrower shall be permitted to repay the Senior Unsecured Debt so long as on a pro forma basis, after giving effect to such prepayment and any Indebtedness incurred with respect thereto, (A) the Consolidated Secured Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) is less than 3.25:1.00 and (B) on the date of such repayment, Liquidity is in excess of $150,000,000 or (b) 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 Senior Unsecured DebtHoldings Subordinated Note Documents, Permitted Unsecured Debt the Borrower Subordinated Note Documents or any other Subordinated Obligations (including any extension, refinancing or renewal pursuant to Section 5.02(b)(v) or Section 5.02(b)(vi)) if such subordinated Indebtedness (other than any such provision, amendment, modification, waiver or other change that would (iA) would extend the maturity add any financial covenant or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon or definition relating thereto, (iiB) is not modify in a manner materially adverse to the Lenders). For purposes of determining compliance with this Section 7.8Lenders any financial covenant or any definition relating thereto, (AC) a shorten the final maturity or require any payment need not be incurred solely by reference to one category described in this Section 7.8, but is permitted to be made sooner than originally scheduled or existing in part under any combination thereof and of increase any other available exemption and amount payable thereunder other than interest, (BD) in decrease the event that a payment amount of senior debt or guarantor senior debt permitted thereunder (except as provided therein on the date of this Agreement), (E) add or change any portion thereof) meets the criteria of one agreement, covenant or more of the categories of permitted payments (or any portion thereof) described in this Section 7.8, the Parent Borrower, in its sole discretion, may divide or classify any such payment (or any portion thereof) condition in any manner that complies with is more restrictive on the Loan Parties or Restricted Subsidiaries than the agreements, covenants or conditions set forth in the Credit Documents or that would otherwise contravene or violate the provisions of this Section 7.8 Agreement or the other Credit Documents, (F) provide any collateral therefor or provide any additional guaranties therefor, or (G) change any subordination provision thereof or any definition relating thereto; or (iii) designate any Indebtedness (other than the Obligations, any other obligations of the Loan Parties pursuant to other Credit Documents, any Permitted Pari Passu Secured Refinancing Debt, any Permitted Junior Secured Refinancing Debt and will be entitled to only include the amount and type of such payment any Permitted Unsecured Refinancing Debt) as “Designated Senior Indebtedness” (or any portion thereofother defined term having a similar purpose) in one or more (as relevant) for the purposes of the above clauses (any Holdings Subordinated Note Document, any Borrower Subordinated Note Document or any portion thereof) and such payment (or document representing any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof)other Subordinated Obligations.
Appears in 1 contract
