Common use of Payments of Indebtedness, Etc Clause in Contracts

Payments of Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) after the issuance thereof, amend or modify (or permit the amendment or modification of) any of the terms of any Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof or (ii) except for the exchange of the Subordinated Notes for notes with substantially identical terms registered pursuant to the registration rights agreement set forth in the Subordinated Note Indentures, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness, (b) after the issuance thereof, amend or modify any of the terms of the Indebtedness arising under any Junior Financing Documentation if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of the Subordinated Notes permitted under this Section 8.7) in respect of any Subordinated Debt in violation of the subordination provisions of any Junior Financing Documentation or (d) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Debt (i) except for the exchange of the Subordinated Notes for notes with substantially identical terms registered pursuant to the registration rights agreement set forth in the Subordinated Note Indenture, (ii) unless (A) no Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof and (B) after giving effect thereto on a Pro Forma Basis, the Credit Parties would be in compliance with the financial covenants set forth in Section 7.10 or (iii) except for refinancings thereof with other Subordinated Debt so long as (A) such new Subordinated Debt is at least as subordinated in right of payment and otherwise to the Credit Party Obligations as the Subordinated Debt being refinanced (as determined by the U.S. Agent), (B) the principal amount of the new Subordinated Debt is not greater than the principal amount of Subordinated Debt being refinanced, (C) the final maturity and average life to maturity of the new Subordinated Debt is not less than the Subordinated Debt being refinanced and (D) the material terms of the new Subordinated Debt are at least as favorable to the Consolidated Parties and the Lenders as the Subordinated Debt being refinanced.

Payments of Indebtedness, Etc. The Credit Parties will not permit No Loan Party shall: (i) prepay, redeem, purchase, defease, acquire or otherwise satisfy (or offer to redeem, purchase, acquire or otherwise satisfy) in any Consolidated manner prior to the scheduled payment thereof any Indebtedness (including any Subordinated Obligations) or lease obligations of any Loan Party to (aother than (A) if the Obligations and (B) the prepayment of any Indebtedness incurred in accordance with Section 5.02(a)(vii) so long as no Default or Event of Default has occurred and is continuing exists at the time of such proposed prepayment of any Indebtedness incurred in accordance with Section 5.02(a)(vii) or would be directly result therefrom); or indirectly caused as a result thereofmake any payment or deposit any monies, (i) after securities or other property with any trustee or other Person that has the issuance thereof, amend or modify effect of providing for the satisfaction (or permit assurance of any satisfaction) of any Indebtedness (including any Subordinated Obligations) of any Loan Party prior to the amendment date when due or modification ofotherwise to provide for the defeasance of any such Indebtedness; (ii) pay or prepay any principal, premium, interest or any other amount (including sinking fund payments) with respect to any Subordinated Obligation (except payments expressly approved by the Required Lenders in writing), or redeem purchase, defease, acquire or otherwise satisfy (or offer to redeem, purchase, acquire or otherwise satisfy) any Subordinated Obligations; or make any payment or deposit any monies, securities or other property with any trustee or other Person that has the effect of providing for the satisfaction (or assurance of any satisfaction) of any Subordinated Obligations prior to the date when due or otherwise to provide for the defeasance of any Subordinated Obligations; or (iii) supplement, modify, amend, restate, extend or otherwise change the terms of any Indebtedness if such amendment document, instrument or modification would add agreement evidencing or change governing any terms Subordinated Obligations; provided, however, that any Loan Party may prepay, redeem, purchase, defease, acquire or otherwise satisfy (or offer to redeem, purchase, acquire or otherwise satisfy) in a any manner adverse prior to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require scheduled payment thereof any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof or (ii) except for the exchange of the Subordinated Notes for notes with substantially identical terms registered pursuant to the registration rights agreement set forth in the Subordinated Note Indentures, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of Indebtedness (including without limitation, by way of depositing money any Subordinated Obligations) or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange lease obligations of any other Indebtedness, Loan Party if (b) after the issuance thereof, amend or modify any of the terms of the Indebtedness arising under any Junior Financing Documentation if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of the Subordinated Notes permitted under this Section 8.7) in respect of any Subordinated Debt in violation of the subordination provisions of any Junior Financing Documentation or (d) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Debt (i) except for the exchange of the Subordinated Notes for notes with substantially identical terms registered pursuant to the registration rights agreement set forth in the Subordinated Note Indenture, (ii) unless (A1) no Default or Event of Default has occurred and is continuing or would be directly result from such prepayment, redemption, purchase, defeasance, acquisition or indirectly caused as a result thereof other satisfaction of such Indebtedness; (2) with respect to Subordinated Obligations, such prepayment, redemption, purchase, defeasance, acquisition or other satisfaction of such Subordinated Obligations is otherwise permitted under the applicable intercreditor agreement or subordination provisions applicable to such Subordinated Obligations; (3) before and (B) after giving effect thereto on a Pro Forma Basisto such prepayment, redemption, purchase, defeasance, acquisition or other satisfaction of such Indebtedness, the Credit Parties would be in Total Leverage is less than 2.50 to 1.00; and (4) prior to taking such action the Borrowers provide the Administrative Agent a certificate from a Responsible Officer certifying that the conditions under clauses (1), (2) and (3) above are satisfied and there is pro forma compliance with the financial covenants set forth in Section 7.10 5.03 after giving effect to such prepayment, redemption, purchase, defeasance, acquisition or (iii) except for refinancings thereof with other Subordinated Debt so long as (A) satisfaction of such new Subordinated Debt is at least as subordinated in right of payment and otherwise to the Credit Party Obligations as the Subordinated Debt being refinanced (as determined by the U.S. Agent), (B) the principal amount of the new Subordinated Debt is not greater than the principal amount of Subordinated Debt being refinanced, (C) the final maturity and average life to maturity of the new Subordinated Debt is not less than the Subordinated Debt being refinanced and (D) the material terms of the new Subordinated Debt are at least as favorable to the Consolidated Parties and the Lenders as the Subordinated Debt being refinancedIndebtedness.