Common use of Limitation on Payments or Modifications of Junior Debt Instruments Clause in Contracts

Limitation on Payments or Modifications of Junior Debt Instruments. (a) Except as provided in clause (b) of this Section 8.9, amend, modify or change, or consent or agree to any material amendment, modification or change to any of the terms of any Intercompany Subordinated Indebtedness, any Xxxx Xxxxxxx Subordinated Indebtedness, or any other Indebtedness that is subordinated in right of payment to the Obligations, is secured on a junior Lien basis on the Collateral or is unsecured (the foregoing Indebtedness, “Junior 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, increase the non-cash portion of the rate or extend the date for payment of interest thereon or that would relax or waive any covenant therein or (in the case of any Intercompany Subordinated Indebtedness or Xxxx Xxxxxxx Subordinated Indebtedness) which would modify any term relating to such Indebtedness not addressed in Exhibit H-1 or Exhibit H-2, as applicable, that could not reasonably be expected to be adverse to the interests of the Lenders), (b) amend the subordination provisions of any Intercompany Subordinated Indebtedness, Xxxx Xxxxxxx Subordinated Indebtedness or any other Junior Indebtedness that is subordinated in right of payment to the Obligations without the consent of the Required Lenders, (c) make any voluntary payment, prepayment, repurchase or redemption of, or otherwise optionally or voluntarily defease or segregate funds with respect to, any Junior Indebtedness, provided that (i) such payments shall be permitted (subject to clause (d) of this Section 8.9) so long as no Default or Event of Default has occurred and is continuing and the Loan Parties are in compliance with the covenants set forth in Section 8.1 calculated on a Pro Forma Basis and (ii) the notes referred to in Section 8.10(e) shall be permitted to be paid by Kildair on the Restatement Effective Date or (d) make any payment on any Junior Indebtedness in violation of any subordination provisions applicable thereto.

Limitation on Payments or Modifications of Junior Debt Instruments. (a) Except as provided in clause (b) of this Section 8.9, amend, modify or change, or consent or agree to any material amendment, modification or change to any of the terms of any Intercompany Subordinated Indebtedness, any Xxxx Xxxxxxx Subordinated Indebtedness, or any other Indebtedness that is subordinated in right of payment to the Obligations, is secured on a junior Lien basis on the Collateral or is unsecured (the foregoing Indebtedness, “Junior 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, increase the non-cash portion of the rate or extend the date for payment of interest thereon or that would relax or waive any covenant therein or (in the case of any Intercompany Subordinated Indebtedness or Xxxx Xxxxxxx Subordinated Indebtedness) which would modify any term relating to such Indebtedness not addressed in Exhibit H-1 or Exhibit H-2, as applicable, that could not reasonably be expected to be adverse to the interests of the Lenders), (b) amend the subordination provisions of any Intercompany Subordinated Indebtedness, Xxxx Xxxxxxx Subordinated Indebtedness or any other Junior Indebtedness that is subordinated in right of payment to the Obligations without the consent of the Required Lenders, (c) make any voluntary payment, prepayment, repurchase or redemption of, or otherwise optionally or voluntarily defease or segregate funds with respect to, any Junior Indebtedness, provided that (i) such payments shall be permitted (subject to clause (d) of this Section 8.9) so long as no Default or Event of Default has occurred and is continuing and the Loan Parties are in compliance with the covenants set forth in Section 8.1 calculated on a Pro Forma Basis and (ii) the notes referred to in Section 8.10(e) shall be permitted to be paid by Kildair on the Restatement Effective Date or (d) make any payment on any Junior Indebtedness in violation of any subordination provisions applicable thereto.

Limitation on Payments or Modifications of Junior Debt Instruments. (a) Except as provided in clause (b) of this Section 8.9, amend, modify or change, or consent or agree to any material amendment, modification or change to any of the terms of any Intercompany Subordinated Indebtedness, any Xxxx Xxxxxxx Subordinated Indebtedness, or any other Indebtedness of a Loan Party that is subordinated in right of payment to the Obligations, is secured on a junior Lien basis on the Collateral or is unsecured (the foregoing Indebtedness, “Junior 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, increase the non-cash portion of the rate or extend the date for payment of interest thereon or that would relax or waive any covenant therein or (in the case of any Intercompany Subordinated Indebtedness or Xxxx Xxxxxxx Subordinated Indebtedness) which would modify any term relating to such Indebtedness not addressed in Exhibit H-1 or Exhibit H-2, as applicable, that could not reasonably be expected to be adverse to the interests of the Lenders), (b) amend the subordination provisions of any Intercompany Subordinated Indebtedness, Xxxx Xxxxxxx Subordinated Indebtedness or any other Junior Indebtedness that is subordinated in right of payment to the Obligations without the consent of the Required Lenders, (c) make any voluntary payment, prepayment, repurchase or redemption of, or otherwise optionally or voluntarily defease or segregate funds with respect to, any Junior Indebtedness, provided that (i) such payments shall be permitted (subject to clause (d) of this Section 8.9) so long as no Default or Event of Default has occurred and is continuing and the Loan Parties are in compliance with the covenants set forth in Section 8.1 calculated on a Pro Forma Basis and (ii) the notes referred to in Section 8.10(e) shall be permitted to be paid by Kildair on the Restatement Effective Date or (d) make any payment on any Junior Indebtedness in violation of any subordination provisions applicable thereto.

Limitation on Payments or Modifications of Junior Debt Instruments. (a) Except as provided in clause (b) of this Section 8.9, amend, modify or change, or consent or agree to any material amendment, modification or change to any of the terms of any Intercompany Subordinated Indebtedness, any Xxxx Xxxxxxx Hartree Subordinated Indebtedness, or any other Indebtedness of a Loan Party that is subordinated in right of payment to the Obligations, is secured on a junior Lien basis on the Collateral or is unsecured (the foregoing Indebtedness, “Junior 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, increase the non-cash portion of the rate or extend the date for payment of interest thereon or that would relax or waive any covenant therein or (in the case of any Intercompany Subordinated Indebtedness or Xxxx Xxxxxxx Hartree Subordinated Indebtedness) which would modify any term relating to such Indebtedness not addressed in Exhibit H-1 or Exhibit H-2, as applicable, that could not reasonably be expected to be adverse to the interests of the Lenders), (b) amend the subordination provisions of any Intercompany Subordinated Indebtedness, Xxxx Xxxxxxx Subordinated Indebtedness or any other Junior Indebtedness that is subordinated in right of payment to the Obligations without the consent of the Required Lenders, (c) make any voluntary payment, prepayment, repurchase or redemption of, or otherwise optionally or voluntarily defease or segregate funds with respect to, any Junior Indebtedness, provided that (i) such payments shall be permitted (subject to clause (d) of this Section 8.9) so long as no Default or Event of Default has occurred and is continuing and the Loan Parties are in compliance with the covenants set forth in Section 8.1 calculated on a Pro Forma Basis and (ii) the notes referred to in Section 8.10(e) shall be permitted to be paid by Kildair on the Restatement Effective Date or (d) make any payment on any Junior Indebtedness in violation of any subordination provisions applicable thereto.. 8.10 Limitation on Transactions with Affiliates. Engage in any transaction with any Affiliate or Subsidiary unless such transaction is (i) otherwise permitted under this Agreement and (ii) on terms no less favorable in all material respects to such Loan Party than it would obtain in a comparable arm’s-length transaction with a Person which is not an Affiliate or Subsidiary; provided, however, that this Section 8.10 shall not apply to: (a) any payment or other transaction listed on Schedule 8.10 (or any renewal thereof that is not materially adverse to the Lenders); (b) any transaction in respect of which such Loan Party delivers to the Administrative Agent a letter addressed to the board of directors of such Loan Party from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is in the good faith determination of the MLP qualified to render such letter, which letter states that (i) such transaction is on terms no less favorable in all material respects to such Loan Party than it would obtain in a comparable arm’s-length transaction with a Person which is not an Affiliate or Subsidiary or (ii) such transaction is fair, when taken as a whole, to such Loan Party from a financial point of view;

Limitation on Payments or Modifications of Junior Debt Instruments. (a) Except as provided in clause (b) of this Section 8.9, amend, modify or change, or consent or agree to any material amendment, modification or change to any of the terms of any Intercompany Subordinated Indebtedness, any Xxxx Xxxxxxx Subordinated Indebtedness, or any other Indebtedness of a Loan Party that is subordinated in right of payment to the Obligations, is secured on a junior Lien basis on the Collateral or is unsecured (the foregoing Indebtedness, “Junior 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, increase the non-cash portion of the rate or extend the date for payment of interest thereon or that would relax or waive any covenant therein or (in the case of any Intercompany Subordinated Indebtedness or Xxxx Xxxxxxx Subordinated Indebtedness) which would modify any term relating to such Indebtedness not addressed in Exhibit H-1 or Exhibit H-2, as applicable, that could not reasonably be expected to be adverse to the interests of the Lenders), (b) amend the subordination provisions of any Intercompany Subordinated Indebtedness, Xxxx Xxxxxxx Subordinated Indebtedness or any other Junior Indebtedness that is subordinated in right of payment to the Obligations without the consent of the Required Lenders, (c) make any voluntary payment, prepayment, repurchase or redemption of, or otherwise optionally or voluntarily defease or segregate funds with respect to, any Junior Indebtedness, provided that (i) such payments shall be permitted (subject to clause (d) of this Section 8.9) so long as no Default or Event of Default has occurred and is continuing and the Loan Parties are in compliance with the covenants set forth in Section 8.1 calculated on a Pro Forma Basis and (ii) the notes referred to in Section 8.10(e) shall be permitted to be paid by Kildair on the Restatement Effective Date or (d) make any payment on any Junior Indebtedness in violation of any subordination provisions applicable thereto.. 8.10

Limitation on Payments or Modifications of Junior Debt Instruments. (a) Except as provided in clause (b) of this Section 8.9, amend, modify or change, or consent or agree to any material amendment, modification or change to any of the terms of any Intercompany Subordinated Indebtedness, any Xxxx Xxxxxxx Subordinated Indebtedness, or any other Indebtedness of a Loan Party that is subordinated in right of payment to the Obligations, is secured on a junior Lien basis on the Collateral or is unsecured (the foregoing Indebtedness, “Junior 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, increase the non-cash portion of the rate or extend the date for payment of interest thereon or that would relax or waive any covenant therein or (in the case of any Intercompany Subordinated Indebtedness or Xxxx Xxxxxxx Subordinated Indebtedness) which would modify any term relating to such Indebtedness not addressed in Exhibit H-1 or Exhibit H-2, as applicable, that could not reasonably be expected to be adverse to the interests of the Lenders), (b) amend the subordination provisions of any Intercompany Subordinated Indebtedness, Xxxx Xxxxxxx Subordinated Indebtedness or any other Junior Indebtedness that is subordinated in right of payment to the Obligations without the consent of the Required Lenders, (c) make any voluntary payment, prepayment, repurchase or redemption of, or otherwise optionally or voluntarily defease or segregate funds with respect to, any Junior Indebtedness, provided that (i) such payments shall be permitted (subject to clause (d) of this Section 8.9) so long as no Default or Event of Default has occurred and is continuing and the Loan Parties are in compliance with the covenants set forth in Section 8.1 calculated on a Pro Forma Basis and (ii) the notes referred to in Section 8.10(e) shall be permitted to be paid by Kildair on the Restatement Effective Date or (d) make any payment on any Junior Indebtedness in violation of any subordination provisions applicable thereto.. USActive 56005294.156005294.9 -216-

Limitation on Payments or Modifications of Junior Debt Instruments. (a) Except as provided in clause (b) of this Section 8.9, amend, modify or change, or consent or agree to any material amendment, modification or change to any of the terms of any Intercompany Subordinated Indebtedness, any Xxxx Xxxxxxx Subordinated Indebtedness, or any other Indebtedness of a Loan Party that is subordinated in right of payment to the Obligations, is secured on a junior Lien basis on the Collateral or is unsecured (the foregoing Indebtedness, “Junior 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, increase the non-cash portion of the rate or extend the date for payment of interest thereon or that would relax or waive any covenant therein or (in the case of any Intercompany Subordinated Indebtedness or Xxxx Xxxxxxx Subordinated Indebtedness) which would modify any term relating to such Indebtedness not addressed in Exhibit H-1 or Exhibit H-2, as applicable, that could not reasonably be expected to be adverse to the interests of the Lenders), (b) amend the subordination provisions of any Intercompany Subordinated Indebtedness, Xxxx Xxxxxxx Subordinated Indebtedness or any other Junior Indebtedness that is subordinated in right of payment to the Obligations without the consent of the Required Lenders, (c) make any voluntary payment, prepayment, repurchase or redemption of, or otherwise optionally or voluntarily defease or segregate funds with respect to, any Junior Indebtedness, provided that (i) such payments shall be permitted (subject to clause (d) of this Section 8.9) so long as no Default or Event of Default has occurred and is continuing and the Loan Parties are in compliance with the covenants set forth in Section 8.1 calculated on a Pro Forma Basis and (ii) the notes referred to in Section 8.10(e) shall be permitted to be paid by Kildair on the Restatement Effective Date or (d) make any payment on any Junior Indebtedness in violation of any subordination provisions applicable thereto.