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

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of (a) the Indenture or any of the Senior Notes other than amendments or modifications that are not adverse to the Lenders, as reasonably determined by the Administrative Agent and which, together with any prior amendments or modifications, would not have a Material Adverse Effect, or (b) any other Indebtedness of Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents or Indebtedness to another Loan Party) other than amendments or modifications, which, together with any prior amendments or modifications, would not have a Material Adverse Effect. (b) On and after the occurrence of an Event of Default which is continuing, or if such payment, prepayment or acquisition would result in an Event of Default thereafter, make (or give any notice with respect thereto) any 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 Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents) to the extent any of the foregoing are voluntary or optional. 17. Section 9.01(e) of the Credit Agreement is hereby amended in its entirety to read as follows:

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of (a) the Indenture or any of the Senior Notes other than amendments or modifications that are The Borrower will not adverse to the Lenders, as reasonably determined by the Administrative Agent and which, together with any prior amendments or modifications, would not have a Material Adverse Effect, or (b) any other Indebtedness of Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents or Indebtedness to another Loan Party) other than amendments or modifications, which, together with any prior amendments or modifications, would not have a Material Adverse Effect. (b) On and after the occurrence of an Event of Default which is continuing, or if such payment, prepayment or acquisition would result in an Event of Default thereafter, make (or give any notice with respect thereto) ), or permit any Subsidiary to make (or give 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, including without limitation Indebtedness of Borrower or any Subsidiary (other than under the Senior Note Purchase Agreement and/or the Senior Notes except Indebtedness arising under the Loan DocumentsDocuments and intercompany debt owed to any Loan Party; provided, however, that the Borrower may prepay (a) Indebtedness under the Senior Note Purchase Agreement so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect to the extent any prepayment of such Indebtedness and (b) Indebtedness of the foregoing are voluntary Loan Parties assumed in connection with a Permitted Acquisition so long as no Default or optionalEvent of Default shall have occurred and be continuing before or after giving effect to the prepayment of such Indebtedness. 17. Section 9.01(e) of the Credit Agreement is hereby amended in its entirety to read as follows:

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of (a) the Indenture or any Indebtedness in excess of the Senior Notes other than amendments or modifications that are not adverse to the Lenders, as reasonably determined by the Administrative Agent and which, together with Threshold Amount of any prior amendments or modifications, would not have a Material Adverse Effect, or (b) any other Indebtedness of Borrower Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents Documents) if such amendment or Indebtedness modification would add or change any terms in a manner materially adverse to another any Loan Party) other Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than amendments originally scheduled or modificationsincrease the interest rate applicable thereto (unless, whichto the extent applicable, together in accordance with any prior amendments subordination agreement or modifications, would not have a Material Adverse Effectsubordination terms with respect thereto). (b) On and after the occurrence of an Event of Default which is continuing, or if such payment, prepayment or acquisition would result in an Event of Default thereafter, make 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 in excess of Borrower the Threshold Amount of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents) allow prepayments so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) after giving effect to any such prepayment, the extent any of Loan Parties are, on a Pro Forma Basis, in compliance with the foregoing are voluntary or optionalfinancial covenants set forth in Section 7.11. 17. Section 9.01(e) of the Credit Agreement is hereby amended in its entirety to read as follows:

Prepayment of Other Indebtedness, Etc. Permit any Consolidated Party (other than any Nonsignificant Subsidiary), if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, after the issuance thereof, (a) Amend amend or modify any of the terms of (a) the Indenture or any of the Senior Notes other than amendments or modifications that are not adverse to the Lenders, as reasonably determined by the Administrative Agent and which, together with any prior amendments or modifications, would not have a Material Adverse Effect, or (b) any other Indebtedness of Borrower or any Subsidiary such Person (other than Indebtedness arising under the Loan Documents Documents) if such amendment or Indebtedness modification would add or change any terms in a manner adverse in any material respect to another Loan Party) other than amendments such Person or modificationsto the Lenders, which, together with any prior amendments or modifications, would not have a Material Adverse Effect. (b) On and after shorten the occurrence of an Event of Default which is continuingfinal maturity or average life to maturity thereof or require any payment thereon to be made sooner than originally scheduled or increase the interest rate applicable thereto, or if such payment, prepayment or acquisition would result in an Event of Default thereafter, (c) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereof, or make (or give any notice with respect thereto) any redemption or acquisition for value of or defeasance (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 Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents) to the extent any of the foregoing are voluntary or optionalwith respect thereto. 17. Section 9.01(e) of the Credit Agreement is hereby amended in its entirety to read as follows:

Prepayment of Other Indebtedness, Etc. If (a) Amend any Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, after the issuance thereof, or (b) after giving effect thereto, the Borrower would not be in compliance on a pro forma basis with the financial covenants set forth in Section 7.11 above (i) amend or modify any of the terms of (a) the Indenture or any of the Senior Notes other than amendments or modifications that are not adverse to the Lenders, as reasonably determined by the Administrative Agent and which, together with any prior amendments or modifications, would not have a Material Adverse Effect, or (b) any other Indebtedness of such the Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents Documents) if such amendment or Indebtedness modification would add or change any terms in a manner adverse in any material respect to another Loan Party) other than amendments such Person or modifications, which, together with any prior amendments or modifications, would not have a Material Adverse Effect. (b) On and after to the occurrence of an Event of Default which is continuingLenders, or if such payment(ii) shorten the final maturity or average life to maturity thereof or require any payment thereon to be made sooner than originally scheduled or increase the interest rate applicable thereto, prepayment or acquisition would result in an Event of Default thereafter, (iii) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereof, or make (or give any notice with respect thereto) any redemption or acquisition for value of or defeasance (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 Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents) to the extent any of the foregoing are voluntary or optionalwith respect thereto. 17. Section 9.01(e) of the Credit Agreement is hereby amended in its entirety to read as follows:

Prepayment of Other Indebtedness, Etc. If any Event of Default exists: (a) Amend amend or modify any of the terms of (a) the Indenture or any of the Senior Notes other than amendments or modifications that are not adverse to the Lenders, as reasonably determined by the Administrative Agent and which, together with any prior amendments or modifications, would not have a Material Adverse Effect, or (b) any other Indebtedness of Borrower any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents Documents) if such amendment or Indebtedness modification would add or change any terms in a manner adverse to another any Loan Party) other Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than amendments originally scheduled or modifications, which, together with any prior amendments or modifications, would not have a Material Adverse Effectincrease the interest rate applicable thereto. (b) On and after the occurrence of an Event of Default which is continuing, or if such payment, prepayment or acquisition would result in an Event of Default thereafter, 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 Borrower any Loan Party or any Subsidiary (other than (i) Indebtedness arising under the Loan DocumentsDocuments and (ii) Indebtedness arising under any Permitted Convertible Indebtedness, Permitted Bond Hedge Transactions and Permitted Warrant Transactions, each in accordance with their terms; provided, that with respect to the extent any voluntary or optional payment or prepayment or redemption or acquisition for value made pursuant to this clause (ii) in excess of the foregoing are voluntary original principal (or optional. 17. notional) amount thereof, upon giving effect to such repurchases on a Pro Forma Basis, the Loan Parties shall be in compliance with the financial covenants set forth in Section 9.01(e8.11 then in effect (subject to clause (ii) of the Credit Agreement is hereby amended in its entirety to read as follows:last paragraph of the definition of “Pro Forma Basis”).

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of (a) the Indenture or any Indebtedness in excess of the Senior Notes other than amendments or modifications that are not adverse to the Lenders, as reasonably determined by the Administrative Agent and which, together with Threshold Amount of any prior amendments or modifications, would not have a Material Adverse Effect, or (b) any other Indebtedness of Borrower Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents Documents) if such amendment or Indebtedness modification would add or change any terms in a manner materially adverse to another any Loan Party) other Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than amendments originally scheduled or modificationsincrease the interest rate applicable thereto (unless, whichto the extent applicable, together in accordance with any prior amendments subordination agreement or modifications, would not have a Material Adverse Effectsubordination terms with respect thereto). (b) On and after the occurrence of an Event of Default which is continuing, or if such payment, prepayment or acquisition would result in an Event of Default thereafter, make 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 in excess of Borrower the Threshold Amount of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents) allow prepayments so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) after giving effect to any such prepayment, the extent any Loan Parties are, on a Pro Forma Basis, in compliance with the financial covenants set forth in Section 7.11. 7.13 Organization Documents; Fiscal Year; Legal Name, State of the foregoing are voluntary or optional. 17Formation and Form of Entity. Section 9.01(e) of the Credit Agreement is hereby amended in its entirety to read as follows:90 CHAR1\1593539v8