Common use of Limitation on Optional Payments and Modifications of Subordinated Debt Instruments Clause in Contracts

Limitation on Optional Payments and Modifications of Subordinated Debt Instruments. (a) Make any optional payment or prepayment on or redemption of any Senior Subordinated Indebtedness and any payments in redemption, defeasance or repurchase thereof, except mandatory payments of interest, fees and expenses required by the terms of the agreement governing or instrument evidencing such indebtedness but only to the extent permitted under the subordination provisions applicable thereto and except for refinancings of any such Senior Subordinate Indebtedness under terms that would be permitted for an amendment of such Senior Subordinated Indebtedness by subsection 8.10(b). (b) Amend, supplement or otherwise modify any of the provisions of any Senior Subordinated Indebtedness: (i) which amends or modifies the subordination provisions contained therein; (ii) which shortens the fixed maturity, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of such Indebtedness, or increases the amount of, or accelerates the time of payment of, any fees payable in connection therewith; (iii) which relates to the affirmative or negative covenants, events of default or remedies under the documents or instruments evidencing such Indebtedness and the effect of which is to subject the Borrower or any of its Subsidiaries, to any more onerous or more restrictive provisions; or (iv) which otherwise adversely affects the interests of the Lenders as senior creditors or the interests of the Lenders under this Agreement or any other Loan Document in any respect. (c) Make any payment in cash on any equity or debt security that may be made under the terms thereof by the issuance of any security of the same nature. 111 105 (d) Designate any Indebtedness as "Designated Senior Indebtedness" under the Senior Subordinated Indebtedness.

Limitation on Optional Payments and Modifications of Subordinated Debt Instruments. (a) Make any optional payment or prepayment on or redemption of any Senior Subordinated Indebtedness (except pursuant to a permanent refinancing of the Senior Subordinated Financing) and any payments in redemption, defeasance or repurchase thereof, except mandatory payments of interest, fees and expenses required by the terms of the 117 111 agreement governing or instrument evidencing such indebtedness but only to the extent permitted under the subordination provisions applicable thereto and except for refinancings of any such Senior Subordinate Indebtedness under terms that would be permitted for an amendment of such Senior Subordinated Indebtedness by subsection 8.10(b)thereto. (b) Amend, supplement or otherwise modify any of the provisions of any Senior Subordinated Indebtedness: (i) which amends or modifies the subordination provisions contained therein; (ii) which shortens the fixed maturity, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of such Indebtedness, or increases the amount of, or accelerates the time of payment of, any fees payable in connection therewith; (iii) which relates to the affirmative or negative covenants, events of default or remedies under the documents or instruments evidencing such Indebtedness and the effect of which is to subject the Borrower or any of its Subsidiaries, to any more onerous or more restrictive provisions; or (iv) which otherwise adversely affects the interests of the Lenders as senior creditors or the interests of the Lenders under this Agreement or any other Loan Document in any respect. (c) Make any payment in cash on any equity or debt security that may be made under the terms thereof by the issuance of any security of the same nature. 111 105. (d) Designate any Indebtedness as "Designated Senior Indebtedness" under the Senior Subordinated Indebtedness.

Limitation on Optional Payments and Modifications of Subordinated Debt Instruments. (a) Make any optional payment or prepayment on or redemption or purchase of any Senior Subordinated Indebtedness Indebtedness; provided that, the Borrower and its Subsidiaries may make optional principal prepayments or scheduled principal payments (whether by virtue of scheduled amortization or required prepayment or redemption) with respect to Parent Subordinated Indebtedness, so long as immediately prior to and after giving effect to such payment, no Default or Event of Default shall have occurred and be continuing and, after giving effect to any payments such payment of principal, the Borrower shall be in redemption, defeasance or repurchase thereof, except mandatory payments of interest, fees and expenses required by compliance with the terms of the agreement governing or instrument evidencing such indebtedness but only Section 8.1; provided, further, that, prior to the extent permitted under payment of principal pursuant to this Section 8.8, the subordination provisions applicable thereto and except for refinancings Borrower shall deliver to the Administrative Agent a written certificate substantially in the form of any Exhibit Q (such Senior Subordinate Indebtedness under terms a certificate, a “Subordinated Debt Compliance Certificate”) describing such payment, certifying that would the Borrower shall be permitted for an amendment of such Senior Subordinated Indebtedness by subsection 8.10(bin compliance with Sections 8.1(a). , (b) Amendand (c) following such payment and showing in detail the calculations supporting the Borrower’s compliance with the requirements of Sections 8.1(a), supplement (b) and (c), (b) except as provided in clause (c) of this Section 8.8, amend, modify or otherwise modify change, or consent or agree to any material amendment, modification or change to any of the terms of, or rescind, terminate or waive of the terms of, any such Subordinated Indebtedness (other than any such amendment, modification or change which would (A) extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon or that would relax or waive any covenant, representation, or warranty therein or (B) in the case of Parent Subordinated Indebtedness, not disqualify such Parent Subordinated Indebtedness from satisfying the definition of Parent Subordinated Indebtedness) or (c) amend the subordination or related provisions of any Senior Subordinated Indebtedness: (i) which amends or modifies , without the subordination provisions contained therein; (ii) which shortens the fixed maturity, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of such Indebtedness, or increases the amount of, or accelerates the time of payment of, any fees payable in connection therewith; (iii) which relates to the affirmative or negative covenants, events of default or remedies under the documents or instruments evidencing such Indebtedness and the effect of which is to subject the Borrower or any of its Subsidiaries, to any more onerous or more restrictive provisions; or (iv) which otherwise adversely affects the interests consent of the Lenders as senior creditors or the interests of the Lenders under this Agreement or any other Loan Document in any respectRequired Lenders. (c) Make any payment in cash on any equity or debt security that may be made under the terms thereof by the issuance of any security of the same nature. 111 105 (d) Designate any Indebtedness as "Designated Senior Indebtedness" under the Senior Subordinated Indebtedness.

Limitation on Optional Payments and Modifications of Subordinated Debt Instruments. (a) Make any optional payment or prepayment on voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Indebtedness expressly subordinated to the Obligations, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance (each a “Voluntary Prepayment”), other than (i) Voluntary Prepayments in an aggregate amount not to exceed the Available Amount as of such date to the extent Not Otherwise Applied, (ii) Voluntary Prepayments payable in Capital Stock (other than Disqualified Capital Stock), (iii) Voluntary Prepayments payable in cash in lieu of fractional shares of such Capital Stock, (iv) Voluntary Prepayments made to any Loan Party or by a Non-Guarantor Subsidiary to another Non-Guarantor Subsidiary, (v) any other Voluntary Prepayment so long as, before and after giving effect to such Voluntary Prepayment, the Intrawest Group Members are in Pro Forma Compliance with a Total Secured Debt Leverage Ratio of 4.00:1.00 and (vi) any other Voluntary Prepayment permitted under the Intercompany Debt Subordination Agreement; (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any term of any Senior Subordinated Indebtedness and any payments in redemption, defeasance or repurchase thereof, except mandatory payments of interest, fees and expenses required by the terms of the agreement governing or instrument evidencing such indebtedness but only related to Indebtedness permitted under Section 6.2(k) or (p) in a manner that is not permitted by the applicable intercreditor or subordination agreement with respect thereto for the benefit of the Administrative Agent or the Lenders with respect to the extent permitted under the subordination provisions applicable thereto and except for refinancings of any such Senior Subordinate Indebtedness under terms that would be permitted for an amendment of such Senior Subordinated Indebtedness by subsection 8.10(b). (b) Amend, supplement Obligations; or otherwise modify any of the provisions of any Senior Subordinated Indebtedness: (i) which amends or modifies the subordination provisions contained therein; (ii) which shortens the fixed maturity, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of such Indebtedness, or increases the amount of, or accelerates the time of payment of, any fees payable in connection therewith; (iii) which relates to the affirmative or negative covenants, events of default or remedies under the documents or instruments evidencing such Indebtedness and the effect of which is to subject the Borrower or any of its Subsidiaries, to any more onerous or more restrictive provisions; or (iv) which otherwise adversely affects the interests of the Lenders as senior creditors or the interests of the Lenders under this Agreement or any other Loan Document in any respect. (c) Make amend its certificate of incorporation or other organizational documents in any payment manner that is materially adverse to the Lenders (it being understood that any amendment or modification of the independent director provisions in cash on any equity or debt security that may be made under the terms thereof by the issuance organizational documents of any security of Loan Party shall not be deemed materially adverse to the same natureLenders). 111 105 (d) Designate any Indebtedness as "Designated Senior Indebtedness" under the Senior Subordinated Indebtedness.139

Limitation on Optional Payments and Modifications of Subordinated Debt Instruments. (a) Make any optional payment or prepayment on or redemption or purchase of any Senior Subordinated Indebtedness Indebtedness; provided that, the Borrowers and their Subsidiaries may make scheduled principal payments (whether by virtue of scheduled amortization or required prepayment or redemption) with respect to Parent Subordinated Indebtedness, so long as immediately prior to and after giving effect to such payment, no Default or Event of Default shall have occurred and be continuing and, after giving effect to any payments such payment of principal, the Borrowers shall be in redemption, defeasance or repurchase thereof, except mandatory payments of interest, fees and expenses required by compliance with the terms of the agreement governing or instrument evidencing such indebtedness but only Section 8.1; provided further that, prior to the extent permitted under payment of principal pursuant to this Section 8.8, the subordination provisions applicable thereto and except for refinancings Borrowers shall deliver to the Administrative Agent a written certificate substantially in the form of any Exhibit Q (such Senior Subordinate Indebtedness under terms a certificate, a “Subordinated Debt Compliance Certificate”) describing such payment, certifying that would the Borrowers shall be permitted for an amendment of such Senior Subordinated Indebtedness by subsection 8.10(bin compliance with Sections 8.1(a). , (b) Amendand (c) following such payment and showing in detail the calculations supporting the Borrowers’ compliance with the requirements of Sections 8.1(a), supplement (b) and (c), (b) except as provided in clause (c) of this Section 8.8, amend, modify or otherwise modify change, or consent or agree to any material amendment, modification or change to any of the terms of, or rescind, terminate or waive of the terms of, any such Subordinated Indebtedness (other than any such amendment, modification or change which would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon or that would relax or waive any covenant, representation, or warranty therein) or (c) amend the subordination or related provisions of any Senior Subordinated Indebtedness: (i) which amends or modifies , without the subordination provisions contained therein; (ii) which shortens the fixed maturity, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of such Indebtedness, or increases the amount of, or accelerates the time of payment of, any fees payable in connection therewith; (iii) which relates to the affirmative or negative covenants, events of default or remedies under the documents or instruments evidencing such Indebtedness and the effect of which is to subject the Borrower or any of its Subsidiaries, to any more onerous or more restrictive provisions; or (iv) which otherwise adversely affects the interests consent of the Lenders as senior creditors or the interests of the Lenders under this Agreement or any other Loan Document in any respectRequired Lenders. (c) Make any payment in cash on any equity or debt security that may be made under the terms thereof by the issuance of any security of the same nature. 111 105 (d) Designate any Indebtedness as "Designated Senior Indebtedness" under the Senior Subordinated Indebtedness.