Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Maturity Date, or make any payment in violation of any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower at its option, except prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of (i) unsecured Indebtedness made with the proceeds of any Permitted Subordinated Debt (ii) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied therewith, (iii) unsecured Indebtedness so long as after giving effect thereto the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d)) is not greater than 3.50 to 1.00, and (iv) any other Indebtedness not permitted pursuant to the foregoing subparts (i) through (iii) above so long as the aggregate principal amount of all Indebtedness prepaid or otherwise satisfied pursuant to this subpart (iv) in any fiscal year of the Borrower not greater than the Maximum Annual Restricted Payment Amount (less any portion of the Maximum Annual Payment Amount utilized in such fiscal year to make Investments pursuant to Section 8.02(o) or to make Restricted Payments pursuant to Section 8.06(e)(ii)); or
(b) Amend, modify or change in any manner any term or condition of (i) any Subordinated Note or the Subordinated Notes Indenture, (ii) any Permitted Subordinated Debt Document, (iii) any Indebtedness with a stated maturity date outside the Term Loan B Maturity Date, or (iv) any documents, instruments and agreements delivered in connection with a Permitted Receivables Transaction or any schedules, exhibits or agreements related thereto, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recour...
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Make or pay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:
(i) payments when due of regularly scheduled interest and principal payments (including mandatory prepayments arising as a result of a change of control or sale of substantially all assets), other than payments in respect of any Subordinated Debt prohibited by the Subordination Provisions thereof;
(ii) payments made through the incurrence of Refinancing Indebtedness;
(iii) payments of secured Indebtedness that becomes due as a result of a voluntary sale or transfer permitted hereunder of the property securing such Indebtedness;
(iv) payments made solely from and substantially contemporaneously with the proceeds of the issuance of Equity Interests by the Company (other than Disqualified Equity Interests); and
(v) optional payment, prepayments or redemptions in respect of any Indebtedness (other than Subordinated Debt to the extent contrary to the Subordination Provisions applicable thereto) so long as the Payment Conditions are satisfied (a “Specified Debt Payment”).
(b) Amend, modify or change in any manner any term or condition of any Indebtedness permitted under Section 8.01(b), (d), (f), (g), (j), (l) or (n) outstanding on the Closing Date, in each case so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date.
(c) Amend, modify or change in any manner any term or condition of the Term Loan Documents, unless such modifications are expressly permitted by the terms of the Intercreditor Agreement.
Prepayment of Indebtedness; Amendment to Material Agreements. Make or pay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Consolidated Funded Indebtedness or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Indebtedness), except:
Prepayment of Indebtedness; Amendment to Material Agreements. Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, or make any payment in violation of any Subordination Provisions thereof, except, so long as no Default or Event of Default shall exist prior to or immediately thereafter, prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction (collectively, a “Prepayment”) of Indebtedness made (A) by issuance of Equity Interests (other than Disqualified Equity Interests) to the holder of such Indebtedness, (B) with the proceeds of any permitted Subordinated Indebtedness or (C) through the incurrence of Refinancing Indebtedness;
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Make or pay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Indebtedness), except:
i. payments when due of regularly scheduled interest and principal payments on any Indebtedness, other than (x) payments in respect of any Subordinated Debt, and (y) any Indebtedness owed to any Loan Party or Subsidiary or Affiliate thereof;
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Make or pay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:
(i) payments when due of interest and principal payments (including mandatory prepayments), other than payments in respect of any Subordinated Debt prohibited by the Subordination Provisions thereof;
(ii) payments made through the incurrence of Refinancing Indebtedness;
(iii) payments of secured Indebtedness that becomes due as a result of a voluntary sale or transfer permitted hereunder of the property securing such Indebtedness; and
(iv) payments made solely from and substantially contemporaneously with the proceeds of the issuance of Equity Interests by the Company (other than Disqualified Equity Interests).
(b) Amend, modify or change in any manner any term or condition of any Indebtedness permitted under Section 8.01(b), (d), (f), (j), (l) or (n) outstanding on the Closing Date, in each case so that the terms and conditions thereof are less favorable in any material respect to the Lender than the terms of such Indebtedness as of the Closing Date.
Prepayment of Indebtedness; Amendment to Material Agreements. (a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, Indebtedness that is subordinated to the Indebtedness hereunder, including pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower at its option, except in connection with a refinancing thereof otherwise permitted by Section 8.03(b); or
(b) Amend, modify or change in any manner any term or condition of (i) the Mortgage-Backed Securities, or (ii) the Mortgage Warehousing Facility (including the Borrower Account Transfer Agreement), or (iii) any material lease, so that the terms and conditions thereof are less favorable in any material respect to the Administrative Agent and the Lenders than the terms of such Indebtedness as of the Closing Date, but in no event shall terms of recourse, guarantees or credit support be any less favorable than the terms of such Indebtedness as of the Closing Date.
Prepayment of Indebtedness; Amendment to Material Agreements. Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is either subordinated to the Indebtedness hereunder or has a stated maturity date later than the Term Loan B Maturity Date, or make any payment in violation of any subordination terms thereof, including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to the Borrower at its option, except prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction of (i) unsecured Indebtedness made with the proceeds of any Permitted Subordinated Debt, (ii) unsecured or secured Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 8.03 and containing terms and conditions (including terms of subordination, security and maturity) no less favorable in any material respect to the Administrative Agent and the Lenders than the Indebtedness being prepaid or otherwise satisfied therewith, (iii) unsecured Indebtedness so long as after giving effect thereto the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) or (d), as applicable) is not greater than 3.50 to 1.00, or (iv) so long as no Default exists or would result therefrom, Existing Borrower Notes in an aggregate principal amount not to exceed $500,000; or
Prepayment of Indebtedness; Amendment to Material Agreements. Section 8.11 of the Credit Agreement is hereby amended by adding a new clause (e) to the end thereof:
