Prepayments and Amendments. Each Obligor will not, and will not permit (a) any of its Restricted Subsidiaries to amend, modify or change any of the terms or provisions of: (i) any Term Facility Document governing a Material Term Facility, except as not prohibited hereunder and does not contravene the Collateral Rights Agreement; and (ii) any Intermediation Document in a manner that could reasonably be expected to have a Material Adverse Effect. (b) any of its Restricted Subsidiaries (other than Intermediation Subsidiaries) to. except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire (A) any contractually subordinated Indebtedness of any Loan Party or its Restricted Subsidiaries, unless permitted at such time under the subordination terms and conditions, (B) any Indebtedness of any Loan Party or its Restricted Subsidiaries that is secured by a Lien (1) on the Collateral that is junior to Agent’s Liens or (2) on the Term Loan Collateral that is junior to the Liens that secure the Initial Term Loans, or (C) any other Indebtedness under any Term Facility governing a Material Term Facility (including the Term Loans (and any Refinancing Indebtedness in respect thereof)), in each case, unless the Payment Conditions are satisfied, or (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions.
Appears in 2 contracts
Samples: Asset Based Revolving Credit Agreement (Par Pacific Holdings, Inc.), Asset Based Revolving Credit Agreement (Par Pacific Holdings, Inc.)
Prepayments and Amendments. Each Obligor Loan Party will not, and will not permit
(a) permit any of its Restricted Subsidiaries to amendto, modify or change any of the terms or provisions of:
(i) any Term Facility Document governing a Material Term Facility, except as not prohibited hereunder and does not contravene the Collateral Rights Agreement; and
(ii) any Intermediation Document in a manner that could reasonably be expected to have a Material Adverse Effect.
(b) any of its Restricted Subsidiaries (other than Intermediation Subsidiaries) to. except in connection with Refinancing Indebtedness permitted by Section 6.1,
(i) optionally prepay, redeem, defease, purchase, or otherwise acquire
(A) any contractually subordinated Indebtedness of any Loan Party or its Restricted Subsidiaries, unless permitted at such time under acquire prior to the subordination terms and conditions,
(B) scheduled maturity thereof any Indebtedness of any Loan Party or its Restricted Subsidiaries that is secured by a Lien Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, or (D) other Indebtedness so long as, either (1) on as of the Collateral that date of any such payment, and after giving effect thereto, each of the Payment Conditions is junior to Agent’s Liens satisfied or (2) on such Indebtedness is repaid substantially contemporaneously with cash proceeds from the Term issuance of Qualified Equity Interests of Parent or any direct or indirect parent thereof (provided, that, such proceeds are not directly or indirectly from any Loan Collateral that is junior to the Liens that secure the Initial Term Loans, or
(C) any other Indebtedness under any Term Facility governing a Material Term Facility (including the Term Loans (and any Refinancing Indebtedness in respect thereofParty)), in each case, unless the Payment Conditions are satisfied, or,
(ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions.conditions unless such Indebtedness is repaid substantially contemporaneously with cash proceeds from the issuance of Qualified Equity Interests of Parent or any direct or indirect parent thereof (provided, that, such proceeds are not directly or indirectly from any Loan Party), or
Appears in 2 contracts
Samples: Credit Agreement (CVR Energy Inc), Credit Agreement (CVR Partners, Lp)
Prepayments and Amendments. Each Obligor will Parent shall not, and will not permitnor shall it permit any Restricted Subsidiary to:
(a) any of its Restricted Subsidiaries to amend, modify or change any of the terms or provisions of:
(i) any Term Facility Document governing a Material Term Facility, except as not prohibited hereunder and does not contravene the Collateral Rights Agreement; and
(ii) any Intermediation Document in a manner that could reasonably be expected to have a Material Adverse Effect.
(b) any of its Restricted Subsidiaries (other than Intermediation Subsidiaries) to. except Except in connection with Refinancing Indebtedness permitted by Section 6.1,
(i) optionally prepay, redeem, defease, purchase, or otherwise acquire
(A) acquire any contractually subordinated Indebtedness of any Loan Party or its Restricted Subsidiaries, unless permitted at such time under other than (a) the subordination terms and conditions,
Obligations in accordance with this Agreement, (Bb) any Indebtedness of any Loan Party or its Restricted Subsidiaries that is secured by a Lien Hedge Obligations, (1c) on the Collateral that is junior to Agent’s Liens Permitted Intercompany Advances, or (2) on the Term Loan Collateral that is junior to the Liens that secure the Initial Term Loans, or
(Cd) any other Indebtedness under any Term Facility governing a Material Term Facility (including the Term Loans (and any Refinancing Indebtedness in respect thereof)), in each case, unless so long as the Payment Conditions are satisfied, or
(ii) make any payment (whether principal, interest, or otherwise) on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) any agreement, instrument, document, indenture, or other writing evidencing Indebtedness that is subordinated to the Obligations as to right and time of payment and as to any other rights and remedies thereunder in any manner not permitted by any intercreditor or subordination provisions applicable to such Indebtedness or, with respect to any such Indebtedness that is not expressly subject to intercreditor or subordination provisions, in any manner that is materially adverse to the interests of the Lenders (in their capacities as such), or
(ii) the Governing Documents of any Loan Party or any of its Restricted Subsidiaries in a manner that is materially adverse to the interests of the Lenders (in their capacities as such).
Appears in 2 contracts
Samples: Credit Agreement (H&E Equipment Services, Inc.), Credit Agreement (H&E Equipment Services, Inc.)
Prepayments and Amendments. Each Obligor Loan Party will not, and will not permitpermit any of its Subsidiaries to,
(a) any of its Restricted Subsidiaries to amend, modify or change any of the terms or provisions of:
(i) any Term Facility Document governing a Material Term Facility, except as not prohibited hereunder and does not contravene the Collateral Rights Agreement; and
(ii) any Intermediation Document in a manner that could reasonably be expected to have a Material Adverse Effect.
(b) any of its Restricted Subsidiaries (other than Intermediation Subsidiaries) to. except Except in connection with Refinancing Indebtedness permitted by Section 6.17.1,
(i) optionally prepay, redeem, defease, purchase, or otherwise acquire
(A) any contractually subordinated Indebtedness of any Loan Party or its Restricted Subsidiaries, unless permitted at such time under the subordination terms and conditions,
(B) acquire any Indebtedness of any Loan Party or its Restricted Subsidiaries that is secured by a Lien Subsidiaries, other than (1A) on the Collateral that is junior to Agent’s Liens or Obligations in accordance with this Agreement, (2B) on the Term Loan Collateral that is junior to the Liens that secure the Initial Term LoansHedge Obligations, or
(C) any Permitted Intercompany Investments constituting Indebtedness, (D) other Indebtedness under any Term Facility governing a Material Term Facility (including the Term Loans (and any Refinancing Indebtedness in respect thereof)), in each case, unless if the Payment Conditions are satisfied, orsatisfied after giving effect thereto
(ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, unless the Payment Conditions are satisfied after giving effect to such payment, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of:
(i) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, or
(ii) the Management Agreement in any manner adverse to the interests of the Lender Group in any material respect, without the prior written consent of Agent.
Appears in 1 contract
Prepayments and Amendments. Each Obligor Borrower will not, and will not permitpermit any of its Subsidiaries or Parent to,
(a) any of its Restricted Subsidiaries to amend, modify or change any of the terms or provisions of:
(i) any Term Facility Document governing a Material Term Facility, except as not prohibited hereunder and does not contravene the Collateral Rights Agreement; and
(ii) any Intermediation Document in a manner that could reasonably be expected to have a Material Adverse Effect.
(b) any of its Restricted Subsidiaries (other than Intermediation Subsidiaries) to. except Except in connection with Refinancing Indebtedness permitted by Section 6.1,
(i) optionally prepay, redeem, defease, purchase, or otherwise acquire
acquire any Indebtedness of Parent or its Subsidiaries, other than (A) any contractually subordinated Indebtedness of any Loan Party or its Restricted Subsidiariesthe Obligations in accordance with this Agreement, unless permitted at such time under the subordination terms and conditions,
(B) any Indebtedness of any Loan Party or its Restricted Subsidiaries that is secured by a Lien (1) on the Collateral that is junior to Agent’s Liens or (2) on the Term Loan Collateral that is junior to the Liens that secure the Initial Term Loans, or
(C) any other Indebtedness under any Term Facility governing a Material Term Facility (including the Term Loans (and any Refinancing Indebtedness in respect thereof)), in each case, unless the Payment Conditions are satisfiedPermitted Intercompany Advances, or
(ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or
(b) Directly or indirectly, amend, modify, or change
(i) any of the material terms or provisions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, or
(ii) any of the terms or provisions of the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.
Appears in 1 contract
Prepayments and Amendments. Each Obligor of Parent and Borrower will not, and will not permitpermit any of the other Loan Parties to,
(a) any of its Restricted Subsidiaries to amend, modify or change any of the terms or provisions of:
(i) any Term Facility Document governing a Material Term Facility, except as not prohibited hereunder and does not contravene the Collateral Rights Agreement; and
(ii) any Intermediation Document in a manner that could reasonably be expected to have a Material Adverse Effect.
(b) any of its Restricted Subsidiaries (other than Intermediation Subsidiaries) to. except Except in connection with Refinancing Indebtedness permitted by Section 6.1,
(i) optionally prepay, redeem, defease, purchase, or otherwise acquire
acquire any Indebtedness of Parent or its Subsidiaries, other than (A) any contractually subordinated Indebtedness of any Loan Party or its Restricted Subsidiariesthe Obligations in accordance with this Agreement, unless permitted at such time under the subordination terms and conditions,
(B) any Permitted Intercompany Advances, and (C) the Indebtedness of any Loan Party or its Restricted Subsidiaries that is secured by a Lien (1) on the Collateral that is junior to Agent’s Liens or (2) on incurred under the Term Loan Collateral that is junior to the Liens that secure the Initial Term Loans, or
(C) any other Indebtedness under any Term Facility governing a Material Term Facility (including the Term Loans (and any Refinancing Indebtedness in respect thereof)), in each case, unless the Payment Conditions are satisfiedDocuments, or
(ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (g), (i) and (j) of the definition of Permitted Indebtedness,
(ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders,
(iii) the Truxxxx Xxcuments, or
(iv) the Management Agreement.
Appears in 1 contract
Prepayments and Amendments. Each Obligor Borrower will not, and will not permitpermit any of its Subsidiaries to,
(a) any of its Restricted Subsidiaries to amend, modify or change any of the terms or provisions of:
(i) any Term Facility Document governing a Material Term Facility, except as not prohibited hereunder and does not contravene the Collateral Rights Agreement; and
(ii) any Intermediation Document in a manner that could reasonably be expected to have a Material Adverse Effect.
(b) any of its Restricted Subsidiaries (other than Intermediation Subsidiaries) to. except Except in connection with Refinancing Indebtedness permitted by Section 6.1,
(i) optionally prepay, redeem, defease, purchase, or otherwise acquire
(A) any contractually subordinated Indebtedness of any Loan Party or its Restricted Subsidiaries, unless permitted at such time under the subordination terms and conditions,
(B) acquire any Indebtedness of any Loan Party Borrower or its Restricted Subsidiaries that is secured by a Lien Subsidiaries, other than (1A) on the Collateral that is junior to Agent’s Liens or Obligations in accordance with this Agreement, and (2B) on the Term Loan Collateral that is junior to the Liens that secure the Initial Term Loans, or
(C) any other Indebtedness under any Term Facility governing a Material Term Facility (including the Term Loans (and any Refinancing Indebtedness in respect thereof)), in each case, unless the Payment Conditions are satisfied, Permitted Intercompany Advances; or
(ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions.
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, or
(ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Connecture Inc)
Prepayments and Amendments. Each Obligor Loan Party will not, and will not permitpermit any of its Subsidiaries to,
(a) any of its Restricted Subsidiaries to amend, modify or change any of the terms or provisions of:
(i) any Term Facility Document governing a Material Term Facility, except as not prohibited hereunder and does not contravene the Collateral Rights Agreement; and
(ii) any Intermediation Document in a manner that could reasonably be expected to have a Material Adverse Effect.
(b) any of its Restricted Subsidiaries (other than Intermediation Subsidiaries) to. except Except in connection with Refinancing Indebtedness permitted by Section 6.1,
(i) optionally prepay, redeem, defease, purchase, or otherwise acquire
acquire any Indebtedness of Parent or its Subsidiaries, other than (A) any contractually subordinated Indebtedness of any Loan Party or its Restricted Subsidiariesthe Obligations in accordance with this Agreement, unless permitted at such time under the subordination terms and conditions,
(B) any Indebtedness of any Loan Party or its Restricted Subsidiaries that is secured by a Lien (1) on the Collateral that is junior to Agent’s Liens or (2) on the Term Loan Collateral that is junior to the Liens that secure the Initial Term Loans, or
(C) any other Indebtedness under any Term Facility governing a Material Term Facility (including the Term Loans (and any Refinancing Indebtedness in respect thereof)), in each case, unless the Payment Conditions are satisfiedPermitted Intercompany Advances, or
(ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, or
(ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.
Appears in 1 contract
Samples: Credit Agreement (K Swiss Inc)
Prepayments and Amendments. Each Obligor Borrower will not, and will not permitpermit any of its Subsidiaries to,
(a) any of its Restricted Subsidiaries to amend, modify or change any of the terms or provisions of:
(i) any Term Facility Document governing a Material Term Facility, except as not prohibited hereunder and does not contravene the Collateral Rights Agreement; and
(ii) any Intermediation Document in a manner that could reasonably be expected to have a Material Adverse Effect.
(b) any of its Restricted Subsidiaries (other than Intermediation Subsidiaries) to. except Except in connection with Refinancing Indebtedness permitted by Section 6.1,
(i) optionally prepay, redeem, defease, purchase, or otherwise acquire
acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) any contractually subordinated Indebtedness of any Loan Party or its Restricted Subsidiariesthe Obligations in accordance with this Agreement, unless permitted at such time under the subordination terms and conditions,
(B) any Indebtedness of any Loan Party or its Restricted Subsidiaries that is secured by a Lien (1) on the Collateral that is junior to Agent’s Liens or (2) on the Term Loan Collateral that is junior to the Liens that secure the Initial Term Loans, or
(C) any other Indebtedness under any Term Facility governing a Material Term Facility (including the Term Loans (and any Refinancing Indebtedness in respect thereof)), in each case, unless the Payment Conditions are satisfiedPermitted Intercompany Advances, or
(ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (g), (i) and (j) of the definition of Permitted Indebtedness, or
(ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.
Appears in 1 contract
