Common use of Limitation on Actions with Respect to Other Indebtedness Clause in Contracts

Limitation on Actions with Respect to Other Indebtedness. No Loan Party will, nor will it permit any of its Subsidiaries to: (a) upon the occurrence and continuance of a Default or Event of Default (i) amend or modify any of the terms of any Indebtedness of such Person (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner materially adverse to the Lenders, or (ii) materially shorten the final maturity or average life to maturity thereof or require any payment thereon to be made sooner than originally scheduled or increase the interest rate or fees applicable thereto, or (iii) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereof, or make (or give any notice with respect thereto) any redemption or acquisition for value or defeasance (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 with respect thereto; provided, however that the Borrowers may Repay Indebtedness in accordance with Section 7.07; (b) after the issuance thereof, amend or modify any of the terms of any Subordinated Indebtedness of such Person if such amendment or modification would (i) add or change any terms in a manner materially adverse to such Person or to the Lenders, (ii) materially shorten the final maturity or average life to maturity thereof, (iii) require any payment thereon to be made sooner than originally scheduled, (iv) increase the interest rate or fees applicable thereto or (v) change any subordination provision thereof in a manner adverse to the Lenders; (c) make interest payments in respect of any Subordinated Indebtedness in violation of the applicable subordination provisions; (d) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment in respect of any Subordinated Indebtedness; or (e) make (or give any notice with respect thereto) any redemption, acquisition for value or defeasance (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 Indebtedness.

Limitation on Actions with Respect to Other Indebtedness. No Loan Party willThe Borrower will not, nor will it permit any of its Subsidiaries to: (a) upon the occurrence and continuance of a Default or Event of Default (i) amend or modify any of the terms of any Indebtedness of such Person (other than Indebtedness arising under the Loan Credit Documents) if such amendment or modification would add or change any terms in a manner materially adverse to the Lenders, or (ii) materially shorten the final maturity or average life to maturity thereof of any such Indebtedness or require any payment thereon to be made sooner than originally scheduled or increase the interest rate or fees applicable theretothereto above applicable market rates, or (iii) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereofof any such Indebtedness that, as of the Closing Date, has a maturity date after the Maturity Date, or make (or give any notice with respect thereto) any redemption or acquisition for value or defeasance (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 with respect thereto; provided, however other than (A) prepayments made by the Borrower in connection with any Asset Disposition permitted under Section 7.5, in the amount necessary to prepay or retire any Indebtedness either secured by a Permitted Lien (ranking senior to any Lien of the Agent) on the related Property or incurred in connection with the acquisition of any Property that is disposed of in connection with such Asset Disposition, (B) redemptions and/or prepayments in connection with a refinancing of such Indebtedness permitted under this Credit Agreement and (C) redemptions and/or prepayments that do not exceed $20,000,000 in the Borrowers may Repay aggregate after the Closing Date and that are reasonably deemed necessary by the Borrower to consummate amendments (which are permitted hereunder) to the Borrower's senior note Indebtedness in accordance with Section 7.07generally; (b) after the issuance thereof, amend or modify any of the terms of any Subordinated Indebtedness of such Person if such amendment or modification would (i) add or change any terms in a manner materially adverse to such Person or to the Lenders, (ii) materially shorten the final maturity or average life to maturity thereof, (iii) require any payment thereon to be made sooner than originally scheduled, (iv) increase the interest rate or fees applicable thereto or (v) change any subordination provision thereof in a manner adverse to the Lenders; (c) make interest payments in respect of any Subordinated Indebtedness in violation of the applicable subordination provisions; (d) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment in respect of any Subordinated Indebtedness; or; (e) make (or give any notice with respect thereto) any redemption, acquisition for value or defeasance (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 Indebtedness; provided, however, that the Consolidated Parties may exchange the Senior Subordinated Notes issued on the Closing Date for new Senior Subordinated Notes with substantially identical terms that will be registered under the Securities Act solely in connection with the exchange offer contemplated under the Senior Subordinated Note Indenture and consummated in accordance with the terms of the Registration Rights Agreement (as defined in the Senior Subordinated Note Indenture, and as in effect on the Closing Date); or (f) designate any other Indebtedness of such Person as "Designated Senior Debt" (as such term is used in the Senior Subordinated Note Indenture) other than Indebtedness designated as "Designated Senior Debt" as of the Closing Date and identified as such on Schedule 7.1.

Limitation on Actions with Respect to Other Indebtedness. No Loan Party willThe Borrower will not, nor will it permit any of its Subsidiaries to: (a) upon the occurrence and continuance of a Default or Event of Default (i) amend or modify any of the terms of any Indebtedness of such Person (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner materially adverse to the Lenders, or (ii) materially shorten the final maturity or average life to maturity thereof of any such Indebtedness or require any payment thereon to be made sooner than originally scheduled or increase the interest rate or fees applicable theretothereto above applicable market rates, or (iii) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereofof any such Indebtedness that, as of the Closing Date, has a maturity date after the Maturity Date, or make (or give any notice with respect thereto) any redemption or acquisition for value or defeasance (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 with respect thereto; provided, however other than (A) prepayments made by the Borrower in connection with any Asset Disposition permitted under Section 7.05, in the amount necessary to prepay or retire any Indebtedness either secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related Property or incurred in connection with the acquisition of any Property that is disposed of in connection with such Asset Disposition, (B) redemptions and/or prepayments in connection with a refinancing of such Indebtedness permitted under this Agreement and (C) redemptions and/or prepayments that do not exceed $20,000,000 in the Borrowers may Repay aggregate after the Closing Date and that are reasonably deemed necessary by the Borrower to consummate amendments (which are permitted hereunder) to the Borrower's senior note Indebtedness in accordance with Section 7.07generally; (b) after the issuance thereof, amend or modify any of the terms of any Subordinated Indebtedness of such Person if such amendment or modification would (i) add or change any terms in a manner materially adverse to such Person or to the Lenders, (ii) materially shorten the final maturity or average life to maturity thereof, (iii) require any payment thereon to be made sooner than originally scheduled, (iv) increase the interest rate or fees applicable thereto or (v) change any subordination provision thereof in a manner adverse to the Lenders; (c) make interest payments in respect of any Subordinated Indebtedness in violation of the applicable subordination provisions; (d) except as permitted under clause (e) below, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment in respect of any Subordinated Indebtedness; or; (e) make (or give any notice with respect thereto) any redemption, acquisition for value or defeasance (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 Indebtedness; provided, however, that the Borrower may make purchases, repurchases and redemptions of Senior Subordinated Notes to the extent such transaction is permitted under Section 7.06; or (f) designate any other Indebtedness of such Person as "Designated Senior Debt" (as such term is used in the Senior Subordinated Note Indenture) other than Indebtedness designated as "Designated Senior Debt" as of the Closing Date and identified as such on Schedule 7.03.

Limitation on Actions with Respect to Other Indebtedness. No Loan Party will, nor will it permit any of its Subsidiaries to: (a) upon the occurrence and continuance of a Default or Event of Default (i) amend or modify any of the terms of any Indebtedness of such Person (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner materially adverse to the Lenders, or (ii) materially shorten the final maturity or average life to maturity thereof or require any payment thereon to be made sooner than originally scheduled or increase the interest rate or fees applicable thereto, or (iii) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereof, or make (or give any notice with respect thereto) any redemption or acquisition for value or defeasance (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 with respect thereto; provided, however that the Borrowers may Repay Indebtedness in accordance with Section 7.07; (b) after the issuance thereof, amend or modify any of the terms of any Subordinated Indebtedness of such Person if such amendment or modification would (i) add or change any terms in a manner materially adverse to such Person or to the Lenders, (ii) materially shorten the final maturity or average life to maturity thereof, (iii) require any payment thereon to be made sooner than originally scheduled, (iv) increase the interest rate or fees applicable thereto or (v) change any subordination provision thereof in a manner adverse to the Lenders; (c) make interest payments in respect of any Subordinated Indebtedness in violation of the applicable subordination provisions; (d) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment in respect of any Subordinated Indebtedness; or; (e) make (or give any notice with respect thereto) any redemption, acquisition for value or defeasance (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 Indebtedness; or (f) designate any other Indebtedness of such Person as “Designated Senior Debt” (as such term is used in the Senior Subordinated Note Indenture) other than Indebtedness designated as “Designated Senior Debt” as of the Closing Date and identified as such on Schedule 7.01.

Limitation on Actions with Respect to Other Indebtedness. No Loan Party willThe Borrowers will not, nor will it permit any of its their respective Subsidiaries to: (a) upon the occurrence and continuance of a Default or Event of Default (i) amend or modify any of the terms of any Indebtedness of such Person (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner materially adverse to the Lenders, or (ii) materially shorten the final maturity or average life to maturity thereof of any such Indebtedness or require any payment thereon to be made sooner than originally scheduled or increase the interest rate or fees applicable theretothereto above applicable market rates, or (iii) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereofof any such Indebtedness that, as of the Closing Date, has a maturity date after the Maturity Date, or make (or give any notice with respect thereto) any redemption or acquisition for value or defeasance (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 with respect thereto; provided, however that other than (A) prepayments made by the Borrowers may Repay in connection with any Asset Disposition permitted under Section 7.05, in the amount necessary to prepay or retire any Indebtedness either secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related Property or incurred in accordance connection with the acquisition of any Property that is disposed of in connection with such Asset Disposition, (B) redemptions and/or prepayments in connection with a refinancing of such Indebtedness permitted under this Agreement, (C) redemptions and/or prepayments that do not exceed $30,000,000 in the aggregate after the Closing Date and that are reasonably deemed necessary by the Borrowers to consummate amendments (which are permitted hereunder) to the Borrowers’ senior note Indebtedness generally, (D) purchases, repurchases and redemptions of Senior Unsecured Notes to the extent permitted under Section 7.077.06 and (E) purchases, repurchases and redemptions of Senior Subordinated Notes; (b) after the issuance thereof, amend or modify any of the terms of any Subordinated Indebtedness of such Person if such amendment or modification would (i) add or change any terms in a manner materially adverse to such Person or to the Lenders, (ii) materially shorten the final maturity or average life to maturity thereof, (iii) require any payment thereon to be made sooner than originally scheduled, (iv) increase the interest rate or fees applicable thereto or (v) change any subordination provision thereof in a manner adverse to the Lenders; provided, however that the terms of the Senior Subordinated Note Indenture may be amended or modified in connection with the purchase, repurchase and redemption of Senior Subordinated Notes; (c) make interest payments in respect of any Subordinated Indebtedness in violation of the applicable subordination provisions; (d) except as permitted under clause (e) below, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment in respect of any Subordinated IndebtednessIndebtedness (other than the Senior Subordinated Notes); or (e) make (or give any notice with respect thereto) any redemption, acquisition for value or defeasance (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 IndebtednessIndebtedness (other than the Senior Subordinated Notes).

Limitation on Actions with Respect to Other Indebtedness. No Loan Party will, nor will it permit any of its Subsidiaries to: (a) upon the occurrence and continuance of a Default or Event of Default (i) amend or modify any of the terms of any Indebtedness of such Person (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner materially adverse to the Lenders, or (ii) materially shorten the final maturity or average life to maturity thereof or require any payment thereon to be made sooner than originally scheduled or increase the interest rate or fees applicable thereto, or (iii) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereof, or make (or give any notice with respect thereto) any redemption or acquisition for value or defeasance (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 with respect thereto; provided, however that the Borrowers Borrower may Repay Indebtedness in accordance with Section 7.07; (b) after the issuance thereof, amend or modify any of the terms of any Subordinated Indebtedness of such Person if such amendment or modification would (i) add or change any terms in a manner materially adverse to such Person or to the Lenders, (ii) materially shorten the final maturity or average life to maturity thereof, (iii) require any payment thereon to be made sooner than originally scheduled, (iv) increase the interest rate or fees applicable thereto or (v) change any subordination provision thereof in a manner adverse to the Lenders; (c) make interest payments in respect of any Subordinated Indebtedness in violation of the applicable subordination provisions; (d) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment in respect of any Subordinated Indebtedness; or; (e) make (or give any notice with respect thereto) any redemption, acquisition for value or defeasance (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 Indebtedness; or (f) designate any other Indebtedness of such Person as “Designated Senior Debt” (as such term is used in the Senior Subordinated Note Indenture) other than Indebtedness designated as “Designated Senior Debt” as of the Closing Date and identified as such on Schedule 7.01.

Limitation on Actions with Respect to Other Indebtedness. No Loan Party willThe Borrowers will not, nor will it permit any of its their respective Subsidiaries to: (a) upon the occurrence and continuance of a Default or Event of Default (i) amend or modify any of the terms of any Indebtedness of such Person (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner materially adverse to the Lenders, or (ii) materially shorten the final maturity or average life to maturity thereof of any such Indebtedness or require any payment thereon to be made sooner than originally scheduled or increase the interest rate or fees applicable theretothereto above applicable market rates, or (iii) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereofof any such Indebtedness that, as of the Closing Date, has a maturity date after the Maturity Date, or make (or give any notice with respect thereto) any redemption or acquisition for value or defeasance (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 with respect thereto; provided, however that other than (A) prepayments made by the Borrowers may Repay in connection with any Asset Disposition permitted under Section 7.05, in the amount necessary to prepay or retire any Indebtedness either secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related Property or incurred in accordance connection with the acquisition of any Property that is disposed of in connection with such Asset Disposition, (B) redemptions and/or prepayments in connection with a refinancing of such Indebtedness permitted under this Agreement, (C) redemptions and/or prepayments that do not exceed $30,000,000 in the aggregate after the Closing Date and that are reasonably deemed necessary by the Borrowers to consummate amendments (which are permitted hereunder) to the Borrowers' senior note Indebtedness generally, (D) purchases, repurchases and redemptions of Senior Unsecured Notes to the extent permitted under Section 7.077.06 and (E) purchases, repurchases and redemptions of Senior Subordinated Notes; (b) after the issuance thereof, amend or modify any of the terms of any Subordinated Indebtedness of such Person if such amendment or modification would (i) add or change any terms in a manner materially adverse to such Person or to the Lenders, (ii) materially shorten the final maturity or average life to maturity thereof, (iii) require any payment thereon to be made sooner than originally scheduled, (iv) increase the interest rate or fees applicable thereto or (v) change any subordination provision thereof in a manner adverse to the Lenders; provided, however that the terms of the Senior Subordinated Note Indenture may be amended or modified in connection with the purchase, repurchase and redemption of Senior Subordinated Notes; (c) make interest payments in respect of any Subordinated Indebtedness in violation of the applicable subordination provisions; (d) except as permitted under clause (e) below, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment in respect of any Subordinated Indebtedness; or (e) make (or give any notice with respect thereto) any redemption, acquisition for value or defeasance (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 Indebtedness.