Common use of Payments and Modifications of Subordinated Indebtedness Clause in Contracts

Payments and Modifications of Subordinated Indebtedness. (a) Amend, modify, waive or supplement any of the terms or provisions of the Private Placement Note Purchase Agreement, and Additional Pari Passu Agreement or Subordinated Indebtedness in any respect which would (i) materially and adversely affect the rights or interests of the Administrative Agent and Lenders hereunder (as determined by the Borrower in good faith using its reasonable judgment) or (ii) cause the representations, warranties, covenants or events of default to be more restrictive than the representations, warranties, covenants or events of default contained herein without first offering the same such representations, warranties, covenants or events of default to the Lenders hereunder. (b) Cancel, forgive, make any voluntary prepayment on, or redeem or acquire for value (including, without limitation, (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Subordinated Indebtedness, except: (i) refinancings, refundings, renewals, extensions or exchange of any Subordinated Indebtedness permitted by Section 9.1(c), (f), (n) or (o), and by any subordination provisions applicable thereto; (ii) payments and prepayments of any Subordinated Indebtedness made solely with the proceeds of Qualified Equity Interests; and (iii) the payment of interest, expenses and indemnities in respect of Subordinated Indebtedness incurred under Section 9.1(c), (f), (n) or (o) (other than any such payments prohibited by any subordination provisions applicable thereto).

Payments and Modifications of Subordinated Indebtedness. (a) Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) any of the terms or provisions of the Private Placement Note Purchase Agreement, and Additional Pari Passu Agreement or any Subordinated Indebtedness in any respect which would (i) materially and adversely affect the rights or interests of the Administrative Agent and Lenders hereunder (as determined by the Borrower in good faith using its reasonable judgment) or (ii) cause the representations, warranties, covenants or events of default to be more restrictive than the representations, warranties, covenants or events of default contained herein without first offering the same such representations, warranties, covenants or events of default to the Lenders hereunder. (b) Cancel, forgive, make any voluntary payment or prepayment on, or redeem or acquire for value (including, without limitation, (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Subordinated Indebtedness, except: (i) refinancings, refundings, renewals, extensions or exchange of any Subordinated Indebtedness permitted by Section 9.1(c), (f), (ng)(ii) or (os), and by any subordination provisions applicable thereto; (ii) payments and prepayments of any Subordinated Indebtedness made solely with the proceeds of Qualified Equity Interests; and (iii) the payment of interest, expenses and indemnities in respect of Subordinated Indebtedness incurred under Section 9.1(c), (f), (ng)(ii) or (os) (other than any such payments prohibited by any subordination provisions applicable thereto).

Payments and Modifications of Subordinated Indebtedness. (a) Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) any of the terms or provisions of the Private Placement Note Purchase Agreement, and Additional Pari Passu Agreement or any Subordinated Indebtedness in any respect which would (i) materially and adversely affect the rights or interests of the Administrative Agent and Lenders hereunder (as determined by the Borrower in good faith using its reasonable judgment) or (ii) cause the representations, warranties, covenants or events of default to be more restrictive than the representations, warranties, covenants or events of default contained herein without first offering the same such representations, warranties, covenants or events of default to the Lenders hereunder. (b) Cancel, forgive, make any voluntary payment or prepayment on, or redeem or acquire acquire, in each case, for value (including, without limitation, (xi) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (yii) at the maturity thereof) any Subordinated Indebtedness, except: (i) refinancings, refundings, renewals, extensions or exchange Permitted Refinancings of any Subordinated Indebtedness permitted by Section 9.1(c), (f), (n) or (o9.1(k), and by any subordination provisions agreement applicable thereto; (ii) payments and prepayments of any Subordinated Indebtedness made solely with the proceeds of Qualified Equity Interests; and (iii) the payment of interest, expenses and indemnities in respect of Subordinated Indebtedness incurred under Section 9.1(c9.1(k), (f), m) and (n) or (oq) (other than any such payments prohibited by any the subordination provisions thereof); (iii) the payment of any Subordinated Indebtedness (A) by any Credit Party, to the extent owing to a Credit Party, and (B) by any Non-Guarantor Subsidiary, to the extent owing to a Credit Party or to another Non-Guarantor Subsidiary; and (iv) the Borrower may make payments of the principal of any Subordinated Indebtedness (in each case involving a payment exceeding $25,000,000, after the Administrative Agent’s receipt of a certificate, in form reasonably satisfactory to the Administrative Agent, signed by a Responsible Officer of the Borrower calculating in reasonable detail the amount of the Available Amount immediately prior to the making of such payment and the amount thereof elected to be utilized in connection with the proposed payment and confirming satisfaction of the requirements of this clause) subject to the following terms and conditions: (i) immediately before and immediately after giving pro forma effect to any such payment, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower would be in compliance with the financial covenants set forth in Section 9.15 on a pro forma basis after giving effect to such payment and any Indebtedness incurred in connection therewith, (iii) the aggregate amount of such payment shall not exceed the then applicable thereto)Available Amount (as determined immediately prior to giving effect to such payment) and (iv) after giving effect to such payment, Liquidity shall be at least $100,000,000.

Payments and Modifications of Subordinated Indebtedness. (a) Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) any of the terms or provisions of the Private Placement Note Purchase Agreement, and Additional Pari Passu Agreement or any Subordinated Indebtedness in any respect which would (i) materially and adversely affect the rights or interests of the Administrative Agent and Lenders hereunder (as determined by the Borrower in good faith using its reasonable judgment) or (ii) cause the representations, warranties, covenants or events of default to be more restrictive than the representations, warranties, covenants or events of default contained herein without first offering the same such representations, warranties, covenants or events of default to the Lenders hereunder. (b) Cancel, forgive, make Make any voluntary prepayment on, or redeem or acquire for value prior to maturity (including, without limitation, (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereofdue) any Subordinated Indebtedness, except: (i) refinancings, refundings, renewals, extensions or exchange exchanges of any Subordinated Indebtedness permitted by Section 9.1(c), (f), (n) or (o), and by any subordination provisions applicable thereto9.1; (ii) payments and prepayments so long as no Event of any Subordinated Indebtedness made solely with the proceeds of Qualified Equity Interests; and (iii) Default exists, the payment of interest, expenses and indemnities in respect of Subordinated Indebtedness permitted by the intercreditor agreement (or subordination provisions) applicable thereto; (iii) at any time the pro forma Consolidated Net Leverage Ratio (as of the most recent Fiscal Quarter end preceding the date of the prepayment or redemption for which financial statements are available and after giving effect to such prepayment or redemption and any Indebtedness incurred under in connection therewith) is less than or equal to 2.75 to 1.00, the Borrower or any Subsidiary thereof may make prepayments or redemptions with respect to Subordinated Indebtedness in an unlimited amount so long as no Default or Event of Default shall have occurred and be continuing or would result from such prepayment or redemption; and (iv) at any time the pro forma Consolidated Net Leverage Ratio (as of the most recent Fiscal Quarter end preceding the date of the prepayment or redemption for which financial statements are available and after giving effect to such prepayment or redemption and any Indebtedness incurred in connection therewith) is greater than 2.75 to 1.00, the Borrower may make prepayment or redemption in an aggregate amount (together with any Restricted Payments made in such Fiscal Year pursuant to Section 9.1(c9.6(f)) not to exceed $50,000,000 per year in any Fiscal Year so long as, after giving pro forma effect thereto (and to any Indebtedness incurred in connection therewith), (f)i) no Default or Event of Default shall have occurred and be continuing or would result from such prepayment or redemption, (nii) or (othe Borrower is in compliance with the Consolidated Net Leverage Ratio set forth in Section 9.15(a) (other than any as of the most recent Fiscal Quarter end preceding the date of such payments prohibited by any subordination provisions applicable thereto)prepayment or redemption for which financial statements are available) and (iii) the sum of cash and Cash Equivalents of the Borrower and its Domestic Subsidiaries, together with unused Commitments under the Revolving Credit Facility, is at least $75,000,000.

Payments and Modifications of Subordinated Indebtedness. (a) AmendThe Transaction Parties will not, and will not permit any Subsidiary to, amend, modify, waive or supplement any of the terms or provisions of the Private Placement Note Purchase Credit Agreement, and any Additional Pari Passu Agreement Debt or Subordinated Indebtedness in any respect which would (i) materially and adversely affect the rights or interests of the Administrative Agent and Lenders holders of Notes hereunder (as determined by the Borrower Company in good faith using its reasonable judgment) or (ii) cause the representations, warranties, covenants or events of default to be more restrictive than the representations, warranties, covenants or events of default contained herein without first offering to amend this Agreement to include the same such representations, warranties, covenants or events of default to the Lenders hereunder. (b) CancelThe Transaction Parties will not, and will not permit any Subsidiary to, cancel, forgive, make any voluntary prepayment on, or redeem or acquire for value (including, without limitation, (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Subordinated Indebtedness, except: (i) refinancings, refundings, renewals, extensions or exchange of any Subordinated Indebtedness permitted by Section 9.1(c10.1(c), (f), (n) or (o), and by any subordination provisions applicable thereto; (ii) payments and prepayments of any Subordinated Indebtedness made solely with the proceeds of Qualified Equity Interests; and (iii) the payment of interest, expenses and indemnities in respect of Subordinated Indebtedness incurred under Section 9.1(c10.1(c), (f), (n) or (o) (other than any such payments prohibited by any subordination provisions applicable thereto).

Payments and Modifications of Subordinated Indebtedness. (a) Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) any of the terms or provisions of the Private Placement Note Purchase Agreement, and Additional Pari Passu Agreement or any Subordinated Indebtedness in any respect which would (i) materially and adversely affect the rights or interests of the Administrative Agent and Lenders hereunder (as determined by the Borrower in good faith using its reasonable judgment) or (ii) cause the representations, warranties, covenants or events of default to be more restrictive than the representations, warranties, covenants or events of default contained herein without first offering the same such representations, warranties, covenants or events of default to the Lenders hereunder. (b) Cancel, forgive, make any voluntary payment or prepayment on, or redeem or acquire for value (including, without limitation, (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Subordinated Indebtedness, except: (i) refinancings, refundings, renewals, extensions or exchange of any Subordinated Indebtedness permitted by Section 9.1(c), (f), (n8.1(g)(ii) or (oSection 8.1(i), and by any subordination provisions applicable thereto; (ii) payments and prepayments of any Subordinated Indebtedness made solely with the proceeds of Qualified Equity Interests; (iii) conversion or exchange of any Subordinated Indebtedness into or for Qualified Equity Interests; and (iiiiv) the payment of interest, expenses and indemnities in respect of Subordinated Indebtedness incurred under Section 9.1(c), (f), (n8.1(g)(ii) or (oSection 8.1(i) (other than any such payments prohibited by any subordination provisions applicable thereto).

Payments and Modifications of Subordinated Indebtedness. (a) Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) any of the terms or provisions of the Private Placement Note Purchase Agreement, and Additional Pari Passu Agreement or any Subordinated Indebtedness in any respect which would (i) materially and adversely affect the rights or interests of the Administrative Agent and Lenders hereunder (as determined by the Borrower in good faith using its reasonable judgment) or (ii) cause the representations, warranties, covenants or events of default to be more restrictive than the representations, warranties, covenants or events of default contained herein without first offering the same such representations, warranties, covenants or events of default to the Lenders hereunder. (b) Cancel, forgive, make any voluntary payment or prepayment on, or redeem or acquire acquire, in each case, for value (including, without limitation, (xi) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (yii) at the maturity thereof) any Subordinated Indebtedness, except: (i) refinancings, refundings, renewals, extensions or exchange Permitted Refinancings of any Subordinated Indebtedness permitted by Section 9.1(c), (f), (n) or (o9.1(k), and by any subordination provisions agreement applicable thereto; (ii) payments and prepayments of any Subordinated Indebtedness made solely with the proceeds of Qualified Equity Interests; and (iii) the payment of interest, expenses and indemnities in respect of Subordinated Indebtedness incurred under Section 9.1(c9.1(i), (fk), (nm) or and (oq) (other than any such payments prohibited by any the subordination provisions thereof); (iii) the payment of any Subordinated Indebtedness (A) by any Credit Party, to the extent owing to a Credit Party, and (B) by any Non-Guarantor Subsidiary, to the extent owing to a Credit Party or to another Non-Guarantor Subsidiary; and (iv) the Borrower may make payments of the principal of any Subordinated Indebtedness (in each case involving a payment exceeding $25,000,000, after the Administrative Agent’s receipt of a certificate, in form reasonably satisfactory to the Administrative Agent, signed by a Responsible Officer of the Borrower calculating in reasonable detail the amount of the Available Amount immediately prior to the making of such payment and the amount thereof elected to be utilized in connection with the proposed payment and confirming satisfaction of the requirements of this clause) subject to the following terms and conditions: (i) immediately before and immediately after giving pro forma effect to any such payment, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower would be in compliance with the financial covenants set forth in Section 9.15 on a pro forma basis after giving effect to such payment and any Indebtedness incurred in connection therewith, (iii) the aggregate amount of such payment shall not exceed the then applicable thereto)Available Amount (as determined immediately prior to giving effect to such payment) and (iv) after giving effect to such payment, Liquidity shall be at least $100,000,000.

Payments and Modifications of Subordinated Indebtedness. (a) Amend, modify, waive or supplement any of the terms or provisions of the Private Placement Note Purchase Agreement, and Additional Pari Passu Agreement or Subordinated Indebtedness in any respect which would (i) materially and adversely affect the rights or interests of the Administrative Agent and Lenders hereunder (as determined by the Borrower Company in good faith using its reasonable judgment) or (ii) cause the representations, warranties, covenants or events of default to be more restrictive than the representations, warranties, covenants or events of default contained herein without first offering the same such representations, warranties, covenants or events of default to the Lenders hereunder. (b) Cancel, forgive, make any voluntary prepayment on, or redeem or acquire for value (including, without limitation, (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Subordinated Indebtedness, except: (i) refinancings, refundings, renewals, extensions or exchange of any Subordinated Indebtedness permitted by Section 9.1(c7.01(c), (f), (n) or (o), and by any subordination provisions applicable thereto; (ii) payments and prepayments of any Subordinated Indebtedness made solely with the proceeds of Qualified Equity Interests; and (iii) the payment of interest, expenses and indemnities in respect of Subordinated Indebtedness incurred under Section 9.1(c7.01(c), (f), (n) or (o) (other than any such payments prohibited by any subordination provisions applicable thereto).