Common use of Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc Clause in Contracts

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any optional payment or prepayment of principal on or optional redemption or acquisition for value of any issuance of Indebtedness in an aggregate principal amount of not less than $30.0 million permitted by Section 6.01(m) (any of the foregoing, “Material Borrowed Indebtedness”), except (i) any payment to the extent made with Qualified Capital Stock of Borrower, and (ii) optional payments, prepayments, redemptions and acquisitions (A) made at any time that the First-Lien Leverage Ratio is less than 2.25 to 1.00 on a Pro Forma Basis (it being understood and agreed that any optional payments, prepayments, redemptions and acquisitions made pursuant to clause (ii)(A) of this Section 6.10(a) shall not reduce or count against the amount permitted under clause (ii)(B) of this Section 6.10(a)); or (B) if made at any time that the First-Lien Leverage Ratio equals or exceeds 2.25 to 1.00 on a Pro Forma Basis, in an aggregate amount not to exceed the Available Amount (calculated at the time of such payment, prepayment, redemption or acquisition); or (b) amend or modify, or permit the amendment or modification of any document governing any Material Borrowed Indebtedness or any Organizational Document, in each case, in any manner that is adverse in any material respect to the interests of the Lenders; provided, that, (i) the Organizational Documents of CSG SA Services, CSG SA Holdings and Intec South Africa may be amended in a manner necessary to reflect the consummation of the South Africa Transactions, (ii) Borrower’s Organization Documents may be amended in a manner necessary to reflect to the issuance of the Specified Unsecured Indebtedness and (iii) Entity 1’s Organizational Documents may be amended in a manner necessary to reflect the issuance of any Equity Interests to the extent permitted pursuant to Section 6.12. Notwithstanding anything to the contrary in this Agreement, (x) the Loan Parties and their Subsidiaries shall be permitted to (1) make (or give any notice in respect thereof) any optional payment, payment at maturity or prepayment of or optional redemption or acquisition for value of the 2016 Convertible Notes or any refinancing thereof permitted by Section 6.01(b), and (2) any cash settlement of any conversion by the holders thereof of any 2016 Convertible Notes or any refinancing thereof permitted by Section 6.01(b); in each case so long as after giving effect to any payment, prepayment, redemption, acquisition for value or cash settlement contemplated pursuant to the foregoing clauses (1) and (2) on a Pro Forma Basis, Borrower is in compliance with Sections 6.09(a), (b) and (c) as of the most recent fiscal quarter end for which financial statements were delivered pursuant to Section 5.01(a) or (b) (or, with respect to any calculation to be made prior to the delivery of the first financial statements pursuant to Section 5.01(b) after the Closing Date, as of June 30, 2021 and with reference to the Interim Financial Statements) and (y) the Loan Parties and their Subsidiaries shall be permitted to (1) make (or give any notice in respect thereof) any optional payment, payment at maturity or prepayment of or optional redemption or acquisition for value of the Specified Unsecured Indebtedness or any refinancing thereof permitted by Section 6.01, and (2) any cash settlement of any conversion by the holders thereof of any 2016 Convertible Notes or any refinancing thereof permitted by Section 6.01; in each case so long as after giving effect to any payment, prepayment, redemption, acquisition for value or cash settlement contemplated pursuant to the foregoing clauses (1) and (2) on a Pro Forma Basis, Borrower is in compliance with Sections 6.09(a), (b) and (c) as of the most recent fiscal quarter end for which financial statements were delivered pursuant to Section 5.01(a) or (b) (or, with respect to any calculation to be made prior to the delivery of the first financial statements pursuant to Section 5.01(b) after the Closing Date, as of June 30, 2021 and with reference to the Interim Financial Statements).

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) make (or give any notice in respect thereof) any optional payment or prepayment of principal on or optional redemption or acquisition for value of any issuance of Indebtedness in an aggregate principal amount of not less than $30.0 million permitted by Section 6.01(m) (any of the foregoing, “Material Borrowed Indebtedness”), except (i) any payment to the extent made with Qualified Capital Stock of Borrower, and (ii) optional payments, prepayments, redemptions and acquisitions (A) made at any time that the First-Lien Leverage Ratio is less than 2.25 2.00 to 1.00 on a Pro Forma Basis (it being understood and agreed that any optional payments, prepayments, redemptions and acquisitions made pursuant to clause (ii)(A) of this Section 6.10(a) shall not reduce or count against the amount permitted under clause (ii)(B) of this Section 6.10(a)); or (B) if made at any time that the First-Lien Leverage Ratio equals or exceeds 2.25 2.00 to 1.00 on a Pro Forma Basis, in an aggregate amount not to exceed the Available Amount (calculated at the time of such payment, prepayment, redemption or acquisition); or (b) amend or modify, or permit the amendment or modification of any document governing any Material Borrowed Indebtedness or any Organizational Document, in each case, in any manner that is adverse in any material respect to the interests of the Lenders; provided, that, (i) the Organizational Documents of CSG SA Services, CSG SA Holdings and Intec South Africa may be amended in a manner necessary to reflect the consummation of the South Africa Transactions, (ii) Borrower’s Organization Documents may be amended in a manner necessary to reflect to the issuance of the Specified Unsecured Indebtedness and (iii) Entity 1’s Organizational Documents may be amended in a manner necessary to reflect the issuance of any Equity Interests to the extent permitted pursuant to Section 6.12. Notwithstanding anything to the contrary in this Agreement, (x) the Loan Parties and their Subsidiaries shall be permitted to (1) make (or give any notice in respect thereof) any optional payment, payment at maturity or prepayment of or optional redemption or acquisition for value of the 2016 Convertible Notes or any refinancing thereof permitted by Section 6.01(b), and (2) any cash settlement of any conversion by the holders thereof of any 2016 Convertible Notes or any refinancing thereof permitted by Section 6.01(b); in each case so long as after giving effect to any payment, prepayment, redemption, acquisition for value or cash settlement contemplated pursuant to the foregoing clauses (1) and (2) on a Pro Forma Basis, Borrower is in compliance with Sections 6.09(a), (b) and (c) as of the most recent fiscal quarter end for which financial statements were delivered pursuant to Section 5.01(a) or (b) (or, with respect to any calculation to be made prior to the delivery of the first financial statements pursuant to Section 5.01(b) after the Closing Date, as of June 30December 31, 2021 2017 and with reference to the Interim Financial Statements) and (y) the Loan Parties and their Subsidiaries shall be permitted to (1) make (or give any notice in respect thereof) any optional payment, payment at maturity or prepayment of or optional redemption or acquisition for value of the Specified Unsecured Indebtedness or any refinancing thereof permitted by Section 6.01, and (2) any cash settlement of any conversion by the holders thereof of any 2016 Convertible Notes or any refinancing thereof permitted by Section 6.01; in each case so long as after giving effect to any payment, prepayment, redemption, acquisition for value or cash settlement contemplated pursuant to the foregoing clauses (1) and (2) on a Pro Forma Basis, Borrower is in compliance with Sections 6.09(a), (b) and (c) as of the most recent fiscal quarter end for which financial statements were delivered pursuant to Section 5.01(a) or (b) (or, with respect to any calculation to be made prior to the delivery of the first financial statements pursuant to Section 5.01(b) after the Closing Date, as of June 30, 2021 and with reference to the Interim Audited Financial Statements).

Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly So long as any Term Loans are outstanding, directly or indirectly: (a) make (or give any notice in respect thereof) any optional payment or prepayment of principal on or optional redemption or acquisition for value of any issuance of Indebtedness in an aggregate principal amount of not less than $30.0 million permitted by Section 6.01(m) (any of the foregoing, “Material Borrowed Indebtedness”), except (i) any payment to the extent made with Qualified Capital Stock of Borrower, and (ii) optional payments, prepayments, redemptions and acquisitions (Ax) made at any time that the First-Lien Leverage Ratio is less than 2.25 2.00 to 1.00 on a Pro Forma Basis or (it being understood and agreed y) if made at any time that the First-Lien Leverage Ratio equals or exceeds 2.00 to 1.00 on a Pro Forma Basis, in an aggregate amount not to exceed the amount, calculated at the time of such payment, prepayment, redemption or acquisition, calculated pursuant to Section 6.07(b)(II)(i) less any Dividends paid in accordance with such Section 6.07(b)(II); provided that, for the avoidance of doubt, any optional payments, prepayments, redemptions and acquisitions made pursuant to clause (ii)(Aii)(x) of this Section 6.10(a) shall not reduce or count against the amount permitted under clause (ii)(Bii)(y) of this Section 6.10(a)); or (B) if made at any time that the First-Lien Leverage Ratio equals or exceeds 2.25 to 1.00 on a Pro Forma Basis, in an aggregate amount not to exceed the Available Amount (calculated at the time of such payment, prepayment, redemption or acquisition); or (b) amend or modify, or permit the amendment or modification of any document governing any Material Borrowed Indebtedness or any Organizational Document, in each case, in any manner that is adverse in any material respect to the interests of the Lenders; provided, that, (i) the Organizational Documents of CSG SA Services, CSG SA Holdings and Intec South Africa may be amended in a manner necessary to reflect the consummation of the South Africa Transactions, (ii) Borrower’s Organization Documents may be amended in a manner necessary to reflect to the issuance of the Specified Unsecured Indebtedness and (iii) Entity 1’s Organizational Documents may be amended in a manner necessary to reflect the issuance of any Equity Interests to the extent permitted pursuant to Section 6.12. Notwithstanding anything to the contrary country in this Agreement, (x) the Loan Parties and their Subsidiaries shall be permitted to (1i) make (or give any notice in respect thereof) any optional payment, payment at maturity or prepayment of or optional redemption or acquisition for value of the 2016 2010 Convertible Notes or any refinancing thereof permitted by Section 6.01(b), and (2ii) any cash settlement of any conversion by the holders thereof of any 2016 2010 Convertible Notes or any refinancing thereof permitted by Section 6.01(b); subject, in each case so long as after giving effect case, to any payment, prepayment, redemption, acquisition for value or cash settlement contemplated pursuant to the foregoing clauses (1) and (2) compliance on a Pro Forma Basis, Borrower is in compliance Basis as of the last day of the most recently completed Test Period with Sections 6.09(a), (b) and (c) as of the most recent fiscal quarter end for which financial statements were delivered pursuant to Section 5.01(a) or (b) (or, with respect to any calculation to be made prior to the delivery of the first financial statements pursuant to Section 5.01(b) after the Closing Date, as of June 30, 2021 and with reference to the Interim Financial Statements) and (y) the Loan Parties and their Subsidiaries shall be permitted to (1) make (or give any notice in respect thereof) any optional payment, payment at maturity or prepayment of or optional redemption or acquisition for value of the Specified Unsecured Indebtedness or any refinancing thereof permitted by Section 6.01, and (2) any cash settlement of any conversion by the holders thereof of any 2016 Convertible Notes or any refinancing thereof permitted by Section 6.01; in each case so long as after giving effect to any payment, prepayment, redemption, acquisition for value or cash settlement contemplated pursuant to the foregoing clauses (1) and (2) on a Pro Forma Basis, Borrower is in compliance with Sections 6.09(a), (b) and (c) as of the most recent fiscal quarter end for which financial statements were delivered pursuant to Section 5.01(a) or (b) (or, with respect to any calculation to be made prior to the delivery of the first financial statements pursuant to Section 5.01(b) after the Closing Date, as of June 30, 2021 and with reference to the Interim Financial Statements).