Common use of Prepayment of Other Indebtedness, Etc Clause in Contracts

Prepayment of Other Indebtedness, Etc. (a) If any Event of Default exists, amend or modify any of the terms of any Indebtedness of any Loan Party or any Subsidiary owing to any non-Affiliate if such amendment or modification would add or change any terms in a manner materially adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that (i) in connection with any extension of the maturity date of such Indebtedness, the interest rate may be increased so long as it is not increased to a rate that does not exceed the then applicable market interest rate and (ii) no amendments or modifications may be made in respect of any Indebtedness that is subordinated to the Obligations unless permitted by the subordination agreement or subordination provisions applicable to such Indebtedness. (b) If any Event of Default exists, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (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 Indebtedness of any Loan Party or any Subsidiary to any non-Affiliate; provided, however, (i) the Borrower may redeem the Existing Senior Notes within two (2) Business Days following the Closing Date and (ii) no payments may be made in respect of any Indebtedness that is subordinated to the Obligations unless permitted by the subordination agreement or subordination provisions applicable to such Indebtedness.

Prepayment of Other Indebtedness, Etc. (a) If any Event of Default exists, amend or modify any of the terms of any Indebtedness of any Loan Party or any Subsidiary owing to any non-Affiliate if such amendment or modification would add or change any terms in a manner materially adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that (i) in connection with any extension of the maturity date of such Indebtedness, the interest rate may be increased so long as it is not increased to a rate that does not exceed the then applicable market interest rate and (ii) no amendments or modifications may be made in respect of any Indebtedness that is subordinated to the Obligations unless permitted by the subordination agreement or subordination provisions applicable to such Indebtedness. (b) If any Event of Default exists, make Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment of principal or redemption or acquisition for value of (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, or make any payment (in cash, in kind or otherwise) of interest with respect to, any Subordinated Indebtedness of any Loan Party or any Subsidiary to any non-Affiliate; provided, however, (other than (i) in accordance with the Borrower may redeem terms of the Existing Senior Notes within two (2) Business Days following the Closing Date governing subordination terms and (ii) no payments may such payment in cash shall be made so long as any Default or Event of Default exists or would result from such payment); provided that the Loan Parties may pay (I) the Specified Permitted Acquisition Earnout at any time after the Closing Date either (A) with the issuance of Equity Interests (that do not constitute Disqualified Stock) of the Parent Borrower or (B) so long as after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Parent Borrower is in respect compliance with the financial covenants in Section 8.11 as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b) and (II) any other Earn Out Obligations or Seller Subordinated Indebtedness at any time after the Closing Date so long as after giving pro forma effect thereto, (x) no Default shall have occurred and be continuing or would result therefrom, (y) the Parent Borrower is in compliance with the financial covenants in (x) Section 8.11(a) less 0.25:1.00 and (y) Section 8.11(b), in each case, as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b), and (z) such payment is permitted by the terms of any subordination or intercreditor agreement applicable to such Earn Out Obligation or Seller Subordinated Indebtedness. (b) Amend, modify or change (or permit the amendment, modification or change of) any of the terms or provisions of any of any Subordinated Indebtedness that is subordinated in a manner adverse to the Obligations unless Lenders or in a manner not permitted by the subordination agreement or subordination provisions terms applicable to such Indebtednessthereto.

Prepayment of Other Indebtedness, Etc. (a) If any Event of Default exists, amend Amend or modify any of the terms of any Indebtedness of any Loan Party or any Subsidiary owing to any non-Affiliate (other than Indebtedness arising under the Loan Documents, the Existing Mezzanine Debt or the Existing Subordinated Debt) if such amendment or modification would add or change any terms in a manner materially adverse to any Loan Party or any SubsidiarySubsidiary in any material respect, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that (i) in connection with any extension of the maturity date of such Indebtedness, the interest rate may be increased so long as it is not increased to a rate that does not exceed the then applicable market interest rate and (ii) no amendments or modifications may be made in respect of any Indebtedness that is subordinated to the Obligations unless permitted by the subordination agreement or subordination provisions applicable to such Indebtedness. (b) If Amend or modify any Event of Default existsthe terms of the Existing Mezzanine Debt, make the Existing Subordinated Debt or any other Subordinated Debt except to the extent such amendment is permitted by the applicable Subordination Agreement; provided, however, notwithstanding anything to the contrary herein, in any other Loan Document or in any applicable Subordination Agreement, the maturity date of the Existing Mezzanine Debt, the Existing Subordinated Debt or any other Subordinated Debt may be amended without the consent of the Required Lenders and/or the Administrative Agent to be a date that is at least 181 days after the Maturity Date. (c) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (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 Indebtedness of any Loan Party or any Subsidiary to any non-Affiliate(other than Indebtedness arising under the Loan Documents); provided, however, (i) commencing January 1, 2019, prior to the Borrower consummation of a Qualifying IPO, the Loan Parties may redeem make payments with respect to the Existing Senior Notes within two Subordinated Debt so long as (2A) Business Days following no Default exists or would result therefrom, (B) after giving effect thereto, (x) the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 on a Pro Forma Basis and (y) the Consolidated Total Leverage Ratio, determined on a Pro Forma Basis after giving effect to such payment, would be at least 0.50x less than the Consolidated Total Leverage Ratio then permitted by Section 7.11(b), (A)after giving effect thereto, the Loan Parties shall have at least $25,000,000 of Liquidity, and (B) the aggregate amount paid during the term of this Agreement shall not exceed $8,000,000, (ii) the Loan Parties may make payments with respect to the Existing Subordinated Debt and the Existing Mezzanine Debt in accordance with Section 2.05(b)(vi)(C), and (iii) the Loan Parties may make cash payments on the Mezzanine Debt after the fifth (5th) anniversary of the Closing Date and (iiin order to avoid the classification of the Mezzanine Debt as an “applicable high yield discount obligation” within the meaning of Section 163(i) no payments may be made in respect of any Indebtedness that is subordinated to the Obligations unless permitted by the subordination agreement or subordination provisions applicable to such IndebtednessInternal Revenue Code.

Prepayment of Other Indebtedness, Etc. Permit any Consolidated Party to (a) If any Event of Default exists, amend or modify any of the terms of any Indebtedness of any Loan such Consolidated Party or any Subsidiary owing to any non-Affiliate if such amendment or modification would add or change any terms in a manner manner, when taken together with all other amendments or modifications made in connection therewith, materially adverse to any Loan such Consolidated Party or any Subsidiaryto the Lenders, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that (i) in connection with any extension of the maturity date of such Indebtedness, the interest rate may be increased so long as it is not increased to a rate that does not exceed the then applicable market interest rate and (ii) no amendments or modifications may be made in respect of any Indebtedness that is subordinated to the Obligations unless permitted by the subordination agreement or subordination provisions applicable to such Indebtedness. (b) If with respect to Indebtedness other than the Senior Notes, if any Event of Default existshas occurred and is continuing or would directly or indirectly result therefrom, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (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 such Indebtedness of any Loan such Consolidated Party or (c) make (or give any Subsidiary to notice with respect thereto) any non-Affiliate; providedvoluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, howeverby 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 of the Senior Notes unless (i) the Borrower may redeem the Existing Senior Notes within two (2) Business Days following the Closing Date no Default has occurred and is continuing or would directly or indirectly result therefrom, (ii) no payments may be made the Consolidated Leverage Ratio as of the end of the most recently ended fiscal quarter of the Borrower (as reported in respect of any Indebtedness that is subordinated to the Obligations unless permitted Compliance Certificate delivered by the subordination agreement or subordination provisions applicable Borrower) is less than 2.0 to 1.0 and (iii) no Loans are outstanding at such Indebtednesstime.

Prepayment of Other Indebtedness, Etc. (a) If any Event of Default exists, amend Amend or modify any of the terms of any Indebtedness of any Loan Party GFI or any Subsidiary owing to any non-Affiliate (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 any Loan Party GFI or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that (i) in connection with any extension of , except to the maturity date extent the incurrence of such Indebtedness, the interest rate may Indebtedness as so amended would be increased so long as it is not increased to a rate that does not exceed the then applicable market interest rate and (ii) no amendments or modifications may be made in respect of any Indebtedness that is subordinated to the Obligations unless permitted by the subordination agreement or subordination provisions applicable to such Indebtednesshereunder. (b) If After the occurrence and during the continuation of any Default or Event of Default existsDefault, with respect to any Indebtedness other than any Subordinated Indebtedness, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (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 such Indebtedness of any Loan Party GFI or any Subsidiary (other than Indebtedness arising under the Loan Documents). (c) With respect to any non-Affiliate; provided, howeverSubordinated Indebtedness, (i) the Borrower may redeem the Existing Senior Notes within two make or offer to make any principal payments (2other than scheduled principal payments) Business Days following the Closing Date and with respect to such Subordinated Indebtedness, (ii) no payments may be made in respect redeem or offer to redeem any of such Subordinated Indebtedness, or (iii) deposit any Indebtedness that is subordinated funds intended to the Obligations unless permitted by the subordination agreement or subordination provisions applicable to discharge such Subordinated Indebtedness.