Common use of Prepayment of Other Funded Debt Clause in Contracts

Prepayment of Other Funded Debt. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to: (a) after the issuance thereof, amend or modify (or permit the termination, amendment or modification of) (i) the terms of any Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) the terms of any Earn Out Obligation, in either case, in a manner materially adverse to the interests of the Lenders (including specifically shortening any maturity or average life to maturity or requiring any payment sooner than previously scheduled or increasing the interest rate or fees applicable thereto); (b) amend or modify, or permit or acquiesce to the amendment or modification (including waivers) of, any material provisions of any Permitted Subordinated Indebtedness, including any notes or instruments evidencing any Permitted Subordinated Indebtedness and any indenture or other governing instrument relating thereto; (c) make any payment in contravention of the terms of any Permitted Subordinated Indebtedness; or (d) except in connection with a refinancing or refunding permitted hereunder, make any voluntary prepayment, redemption, defeasance or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of, any (i) Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) Earn Out Obligations, other than (x) in the case of the foregoing clause (i), the Indebtedness under the Credit Documents, intercompany Indebtedness permitted hereunder and Indebtedness permitted under Section 8.1(b) and (y) in the case of clauses (i) and (ii), prepayments in an aggregate amount not to exceed $10,000,000.

Prepayment of Other Funded Debt. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to: (a) after the issuance thereof, amend or modify (or permit the termination, amendment or modification of) (i) the terms of any Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) the terms of any Earn Out Obligation, in either case, in a manner materially adverse to the interests of the Lenders (including specifically shortening any maturity or average life to maturity or requiring any payment sooner than previously scheduled or increasing the interest rate or fees applicable thereto); (b) amend or modify, or permit or acquiesce to the amendment or modification (including waivers) of, any material provisions of any Permitted Subordinated IndebtednessDebt, including any notes or instruments evidencing any Permitted Subordinated Indebtedness Debt and any indenture or other governing instrument relating thereto; (c) make any payment in contravention of the terms of any Permitted Subordinated IndebtednessDebt; or (d) except in connection with a refinancing or refunding permitted hereunder, make any voluntary prepayment, redemption, defeasance or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of, any (i) Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) Earn Out Obligations, other than (x) in the case of the foregoing clause (i), the Indebtedness under the Credit Documents, intercompany Indebtedness permitted hereunder and Indebtedness permitted under Section 8.1(b)); provided, this Section 8.13(d) shall not prohibit the prepayment or payment at maturity by any Subsidiary of any Specified CMBS Indebtedness if, on or prior to the date of any such payment, (x) the Real Estate Asset subject to and securing such Specified CMBS Indebtedness is, or shall have been, proposed for inclusion in the Borrowing Base in accordance with Section 8.17, and (y) such Subsidiary becomes a Guarantor in accordance with Section 7.12. Without limiting the case of clauses (i) and (ii)foregoing, prepayments nothing in an aggregate amount this Section 8.13 shall be interpreted or deemed to permit any Credit Party or Subsidiary to incur any Funded Debt or Subordinated Debt to the extent such Funded Debt or Subordinated Debt is not to exceed $10,000,000otherwise expressly permitted under Section 8.1.

Prepayment of Other Funded Debt. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to: (a) after the issuance thereof, amend or modify (or permit the termination, amendment or modification of) (i) the terms of any Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) the terms of any Earn Out Obligation, in either case, in a manner materially adverse to the interests of the Lenders (including specifically shortening any maturity or average life to maturity or requiring any payment sooner than previously scheduled or increasing the interest rate or fees applicable thereto); (b) amend or modify, or permit or acquiesce to the amendment or modification (including waivers) of, any material provisions of any Permitted Subordinated Indebtedness, including any notes or instruments evidencing any Permitted Subordinated Indebtedness and any indenture or other governing instrument relating thereto; (c) make any payment in contravention of the terms of any Permitted Subordinated Indebtedness; or (db) except in connection with (i) repayment of the ITC^Deltacom Notes and/or the Convertible Notes on or before November 30, 2011 using Net Cash Proceeds received by the Company from the issuance of Permitted Senior Unsecured Notes, (ii) prepayment on or before April 1, 2013 of up to thirty-five percent (35%) of the then outstanding ITC^Deltacom Notes pursuant to the terms of Section 3.01(c) of the ITC^Deltacom Indenture, so long as (A) no Default or Event of Default shall have occurred and then be continuing or would result from such prepayment and (B) after giving effect to such prepayment, ITC^Deltacom and its Domestic Subsidiaries (other than any Immaterial Subsidiary) shall become Guarantors in accordance with Section 6.10(c) and (iii) a refinancing or refunding permitted hereunder, make any voluntary prepayment, redemption, defeasance or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of, any (i) Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) Earn Out Obligations, other than (x) in the case of the foregoing clause (i), the Indebtedness under the Credit Documents, intercompany Indebtedness permitted hereunder Documents and Indebtedness permitted under Section 8.1(b7.1(b)) other than regularly scheduled payments of principal and (y) in the case of clauses (i) and (ii), prepayments in an aggregate amount not to exceed $10,000,000interest on such Funded Debt.

Prepayment of Other Funded Debt. The Borrower shall notNo Obligor shall, nor shall it permit any of its Restricted Subsidiaries to: : (a) after the issuance thereof, amend or modify (or permit the termination, amendment or modification of) (i) the terms of any Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) the terms of any Earn Out Obligation, in either case, in a manner materially adverse to the interests of the Lenders holders of the Notes (including specifically shortening any maturity or average life to maturity or requiring any payment sooner than previously scheduled or increasing the interest rate or fees applicable thereto); ; (b) amend or modify, or permit or acquiesce to the amendment or modification (including waivers) of, any material provisions of any Permitted Subordinated IndebtednessDebt, including any notes or instruments evidencing any Permitted Subordinated Indebtedness Debt and any indenture or other governing instrument relating thereto; ; (c) make any payment in contravention of the terms of any Permitted Subordinated IndebtednessDebt; or (d) except in connection with a repayment, refinancing or refunding permitted hereunder, make any voluntary prepayment, redemption, defeasance or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of, any (i) Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) Earn Out Obligations, other than (x) as set forth in the case of the foregoing clause (i)Section 5.16, the Indebtedness under the Credit DocumentsFinancing Agreements, intercompany Indebtedness permitted hereunder and Indebtedness permitted under Section 8.1(b10.1(b)); provided, this Section 10.13(d) shall not prohibit the prepayment or payment at maturity by any Subsidiary of any Specified CMBS Indebtedness if, on or prior to the date of any such payment, (x) the Real Estate Asset subject to and securing such Specified CMBS Indebtedness is, or shall have been, proposed for inclusion in the Borrowing Base in accordance with Section 10.17, and (y) such Subsidiary becomes a Guarantor in the case of clauses (i) and (ii), prepayments in an aggregate amount not to exceed $10,000,000accordance with Section 9.15.

Prepayment of Other Funded Debt. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to: (a) after After the issuance thereof, amend or modify (or permit the termination, amendment or modification of) (i) the terms of any Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) the terms of any Earn Out Obligation, in either case, in a manner materially adverse in any material respect to the interests of the Lenders (including specifically shortening any maturity or average life to maturity or requiring any payment sooner than previously scheduled or increasing the interest rate or fees applicable thereto); (b) amend Amend or modify, or permit or acquiesce to the amendment or modification (including waivers) of, any material provisions of any Permitted Subordinated IndebtednessDebt, including any notes or instruments evidencing any Permitted Subordinated Indebtedness Debt and any indenture or other governing instrument relating thereto; (c) make Make any payment in contravention of the terms of any Permitted Subordinated IndebtednessDebt; or (d) except Except in connection with (i) the redemption of the Convertible Notes contemplated herein or (ii) a refinancing or refunding permitted hereunder, make any voluntary prepayment, redemption, defeasance or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of, any (i) Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) Earn Out Obligations, other than (x) in the case of the foregoing clause (i), the Indebtedness under the Credit Documents, intercompany Indebtedness permitted hereunder and Indebtedness permitted under Section 8.1(b8.03(f) and (yg)) in the case other than regularly scheduled payments of clauses (i) principal and (ii), prepayments in an aggregate amount not to exceed $10,000,000interest on such Funded Debt.

Prepayment of Other Funded Debt. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to: (a) after the issuance thereof, amend or modify (or permit the termination, amendment or modification of) (i) the terms of any Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) the terms of any Earn Out Obligation, in either case, in a manner materially adverse to the interests of the Lenders (including specifically shortening any maturity or average life to maturity or requiring any payment sooner than previously scheduled or increasing the interest rate or fees applicable thereto);; or (b) amend or modify, or permit or acquiesce to the amendment or modification (including waivers) of, any material provisions of any Permitted Subordinated Indebtedness, including any notes or instruments evidencing any Permitted Subordinated Indebtedness and any indenture or other governing instrument relating thereto; (c) make any payment in contravention of the terms of any Permitted Subordinated Indebtedness; or (d) except in connection with a refinancing or refunding permitted hereunder, make any voluntary prepayment, redemption, defeasance or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of, any (i) Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) Earn Out Obligations, other than (x) in the case of the foregoing clause (i), the Indebtedness under the Credit Documents, intercompany Indebtedness permitted hereunder Documents and Indebtedness permitted under Section 8.1(b7.1(b)) and (y) in the case of clauses other than (i) regularly scheduled payments of principal and interest on such Funded Debt, (ii) in connection with (A) a refinancing or refunding permitted hereunder or (B) any prepayment, redemption, defeasance or acquisition for value of Funded Debt out of the proceeds of any equity offering of the Borrower, and (ii)iii) (A) the purchase, prepayments repurchase, prepayment or redemption of the Senior Unsecured Notes during the Term Loan A Availability Period in an aggregate amount not to exceed $10,000,00090,000,000 and (B) the purchase, repurchase, prepayment or redemption of the Senior Secured Notes and/or the Senior Unsecured Notes after the Term Loan A Availability Period, so long as (1) no Default or Event of Default then exists or would arise after giving effect thereto, (2) there shall be Liquidity of at least $50,000,000, (3) any such purchase, repurchase, prepayment or redemption is made in accordance with the terms of the indentures (and supplements thereto) applicable to the Senior Secured Notes and/or the Senior Unsecured Notes, as applicable, and (4) after giving effect to such purchase, repurchase, prepayment or redemption on a Pro Forma Basis, (x) the Consolidated Net Total Leverage Ratio does not exceed 3.25:1.00 and (y) the Consolidated Secured Leverage Ratio does not exceed 2.50:1.00.

Prepayment of Other Funded Debt. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to: (a) after the issuance thereof, amend or modify (or permit the termination, amendment or modification of) (i) the terms of any Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) the terms of any Earn Out Obligation, in either case, in a manner materially adverse to the interests of the Lenders (including specifically shortening any maturity or average life to maturity or requiring any payment sooner than previously scheduled or increasing the interest rate or fees applicable thereto); (b) amend or modify, or permit or acquiesce to the amendment or modification (including waivers) of, any material provisions of any Permitted Subordinated IndebtednessDebt, including any notes or instruments evidencing any Permitted Subordinated Indebtedness Debt and any indenture or other governing instrument relating thereto; (c) make any payment in contravention of the terms of any Permitted Subordinated IndebtednessDebt; or (d) except in connection with a refinancing or refunding permitted hereunder, make any voluntary prepayment, redemption, defeasance or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of, any (i) Funded Debt that is junior to the credit facilities established hereunder in right of payment or in right of security or that is unsecured or (ii) Earn Out Obligations, other than (x) in the case of the foregoing clause (i), the Indebtedness under the Credit Documents, intercompany Indebtedness permitted hereunder and Indebtedness permitted under Section 8.1(b)); provided, this Section 8.14(d) shall not prohibit the prepayment by any Subsidiary of any Specified CMBS Indebtedness if, on or prior to the date of any such prepayment, (x) the Real Estate Asset subject to and securing such Specified CMBS Indebtedness is, or shall have been, proposed for inclusion in the Borrowing Base in accordance with Section 8.18, and (y) such Subsidiary becomes a Guarantor in accordance with Section 7.14. Without limiting the case of clauses (i) and (ii)foregoing, prepayments nothing in an aggregate amount this Section 8.14 shall be interpreted or deemed to permit any Credit Party or Subsidiary to incur any Funded Debt or Subordinated Debt to the extent such Funded Debt or Subordinated Debt is not to exceed $10,000,000otherwise expressly permitted under Section 8.1.