Specified Parameters definition

Specified Parameters means, with respect to (i) Debt, any such Debt (A) which is (1) unsecured or (2) secured by liens which are fully subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all Obligations under the Existing Facilities, the New Trade Credit Facility and the Loan Documents, without rights of the secured party under such Debt to receive any payment or distribution of any kind or character or to vote or direct enforcement actions or remedies, or block enforcement actions of the Collateral Trustee, in each case with respect to the Collateral, until all Payment Obligations are Fully Satisfied, (B) which is at or below a market rate of interest for comparable instruments at such time, (C) with respect to which no principal payments may be made prior to May 17, 2005, (D) which could not impair the value of or have an adverse effect on the Existing Facilities or the Covered Facilities or the rights or interests of the Lender Parties thereunder and (E) which has no additional or more restrictive covenants, defaults, required prepayment, required redemption or other similar terms more restrictive or onerous on, or less favorable to, Group and its Subsidiaries, or any of the Loan Parties, than those contained in the Existing Facilities or the Covered Facilities and (ii) Equity Interests, any such Equity Interests (A) which could not impair the value of or have an adverse effect on the Existing Facilities or the Covered Facilities or the rights or interests of the Lender Parties thereunder, (B) the economic terms of which are at or below the market rate for comparable instruments at such time, (C) with respect to which no redemptions may be made or other premiums paid prior to May 17, 2005 and (D) which have no additional or more restrictive covenants, defaults or other similar terms more restrictive or onerous on, or less favorable to, Group and its Subsidiaries, or any of the Loan Parties, than comparable terms contained in the Existing Facilities or the Covered Facilities. Notwithstanding the foregoing, any Debt or Equity Interest that would not satisfy the Specified Parameter requirements solely because the holders thereof have the right to require Group or any of its Subsidiaries to repurchase such Debt or Equity Interest upon the occurrence of a "change of control" or an "asset sale" shall be deemed to satisfy the Specified Parameter requirements if the terms of such Debt or Equity Interest provide that Group or such Subsidi...

Specified Parameters means any Debt (a) which is unsecured, and the payment of principal of which is fully subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all Payment Obligations under the Loan Documents, (b) which is at or below a market rate of interest for comparable instruments at such time and (c) which has no additional or more restrictive covenants, defaults, required prepayment, required redemption or other similar terms more restrictive on, or less favorable to, Holdings and its Subsidiaries than those contained in the Existing Notes.