No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Revolver Loan advance or Letter of Credit issuance to be made on such date and the application of the proceeds thereof unless such Default or Event of Default shall have been waived in accordance with this Agreement.

No Default or Event of Default. After giving effect to this BFMA, no Default or Event of Default shall exist or be continuing as of the date hereof.

No Default or Event of Default. At the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, or would result from this Amendment, the incurrence of the Fourth Incremental Term Loans as contemplated hereunder or from the application of the proceeds therefrom.

No Default or Event of Default. As of the First Amendment Effective Date, immediately before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

Limitation on Dividends and Distributions. Following the occurrence and during the continuance of an Event of Default or if an Event of Default would result therefrom, [[Organization C:Organization]] shall not make any payment on account of, or set apart assets for, a sinking or other

Loan Guarantees. The Board may help the Participant pay for Shares purchased under the Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.

“Fixed Charges” means Consolidated Interest Expense for the period of four consecutive fiscal quarters ended on any date of determination, plus preferred dividends of Holdings accrued during such period, plus scheduled principal payments (excluding # balloon payments, # any scheduled principal payments of each Series of the Notes, and # amounts outstanding under the Bank Credit Agreement that are classified as current liabilities under GAAP, but only if no Default or Event of Default then exists under this Agreement or the Bank Credit Agreement) of Holdings and its Subsidiaries for the period of four consecutive fiscal quarters next succeeding such date of determination.

Notice of Unmatured Event of Default or Event of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Unmatured Event of Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the ​ and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Unmatured Event of Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the ​ of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other ​ and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 10.4, Agent shall take such action with respect to such Unmatured Event of Default or Event of Default as may be requested by the Required ​ in accordance with Section 7.2; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action (other than any acceleration of the Obligations pursuant to the provisions of Section 7.2, which shall require the consent of the Required ​), or refrain from taking such action, with respect to such Unmatured Event of Default or Event of Default as it shall deem advisable.

Parent may make Restricted Payments in the form of cash dividends, stock redemptions, and stock repurchases, in each case, in respect of its common Equity Interests, so long as # the aggregate amount of such Restricted Payments does not exceed in any fiscal year, $100,000,000, # no Default or Event of Default exists at the time such Restricted Payment is made or would result therefrom,

. If any Event of Default occurs and is continuing, the [[Administrative Agent:Organization]] shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: