Prepayments and Amendments. (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1,
(i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) other Indebtedness in an aggregate principal amount not to exceed $1,000,000, so long as no Event of Default shall exist or arise as a result thereof and Borrower shall have Availability plus Qualified Cash in an amount equal to or greater than $25,000,000 immediately after giving effect to the consummation of the proposed prepayment, redemption, defeasance, purchase or other acquisition of Indebtedness,
(ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, provided that in connection with a Permitted Acquisition, payments on account of Indebtedness consisting of Earn-outs that have been contractually subordinated in right of payment to the Obligations may be made so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom; (B) Borrower and its Subsidiaries have Excess Availability plus Qualified Cash of at least $25,000,000, both immediately before and immediately after giving effect to any such payment; and (C) the payment is required to be made by the acquisition agreement relative to the Permitted Acquisition; provided further that if at any time any such payment is not permitted to be paid as a result of the failure to satisfy the condition set forth in clauses (A) or (B) of this Section 6.7(a)(ii), then (1) such amount together with interest at a market rate applicable to Indebtedness consisting of Earn-outs shall continue to accrue, and (2) any such amount, together with accrued interest, may be paid so long as each of the conditions set forth in clauses (A), (B) and (C) of this Section 6.7(a)(ii) is satisfied at the time of the making of such payment, 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 Indebtedness permitted under Section 6.1 if the terms and conditions thereof could reasonably be expected to be materially adverse to Agent, any Lender, Borrower, or any of Borrower’s Subsidiaries,
(ii) any Material Contract e...
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 6.1 or in connection with a repayment of the Xxxxxxx Capital Facility from the proceeds of an issuance of Equity Interests in the Administrative Borrower;
(i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) 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, 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.
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,
(a) Except in connection with Refinancing Indebtedness permitted by Section 6.1,
(i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, or (C) Permitted Intercompany Advances; provided that Loan Parties may optionally prepay or redeem Indebtedness so long as the Payment Conditions are satisfied, 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) Hedge Obligations, (C) Permitted Intercompany Advances, (D) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (E) Indebtedness under the Term Loan Documents (or any Refinancing Indebtedness in respect thereof in accordance with the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement, and (F) Indebtedness under clause (s) of Permitted Indebtedness (or any Refinancing Indebtedness in respect thereof incurred in accordance with the applicable Additional Term Loan Intercreditor Agreement) in accordance with the applicable Additional Term Loan Intercreditor Agreement, 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.
Prepayments and Amendments. (a) Except in connection with a refinancing permitted by Section 7.1(d), prepay, redeem, retire, defease, purchase, or otherwise acquire any Indebtedness owing to any third Person, other than the Obligations in accordance with this Agreement, and
(b) Directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b), (c), or (d).
Prepayments and Amendments. (a) Except in connection with a refinancing permitted by Section 7.1(d), prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower, other than the Obligations in accordance with this Agreement, and
(b) Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b) or (c).
Prepayments and Amendments. (a) Except in connection with a refinancing permitted by Section 7.1(d), prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower, other than the Obligations in accordance with this Agreement, and
(b) Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the material terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b) or (c).
Prepayments and Amendments. Borrower will not, and will not permit any of the other Obligors to:
(a) except in connection with a refinancing permitted by Section 7.1(e), prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Obligor, other than (i) Permitted Purchase Money Indebtedness if Borrower has Excess Liquidity in an amount equal to or greater than $15,000,000 after giving effect thereto, (ii) Permitted Purchase Money Indebtedness that is secured by the assets that are the subject of a Permitted Disposition and that is required to be prepaid as a result of such disposition, (iii) Indebtedness assumed or acquired in connection with a Permitted Acquisition or Permitted Swap of a Station that is required to be prepaid as a result of a Permitted Disposition or Permitted Swap of the subject Station, or (iv) the Obligations in accordance with this Agreement,
(b) except in connection with a refinancing permitted by Section 7.1(e), amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b) or (c) if any such amendment, modification, alteration, increase or change could reasonably be expected to have an adverse effect on the Lender Group, and
(c) directly or indirectly, amend, modify, alter, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Key Leases, the Tower Leases, or the Affiliation Agreements, if the affect of such amendment, modification, alteration, or change reasonably could be expected to result in a Material Adverse Change.
Prepayments and Amendments. Except in connection with a refinancing permitted by Section 7.1(d), or a Restricted Payment or other payment permitted by Section 7.10,
(a) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower, other than the Obligations in accordance with this Agreement,
(b) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, or
(c) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning any Subordinated Debt or any Indebtedness permitted under Sections 7.1(c) or (d), except as permitted by Sections 7.1(d).
Prepayments and Amendments. 70 7.9 Change of Control.................................................71 7.10 Consignments......................................................71 7.11 Distributions.....................................................71 7.12
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.
