Subordinated Debt Prepayments; Amendments. The Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, prepay any principal of, or accrued interest on, any Subordinated Debt or otherwise make any voluntary or optional payment with respect to any principal of, or accrued interest on, any Subordinated Debt prior to the originally scheduled maturity or due date thereof or otherwise redeem or acquire for value any Subordinated Debt prior to its maturity. Further, the Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, amend or modify, or permit the amendment or modification of, any agreement or instrument evidencing any Subordinated Debt where such amendment or modification provides for the following or which has any of the following effects:
Subordinated Debt Prepayments; Amendments. The Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, prepay any principal of, or accrued interest on, any Subordinated Debt or otherwise make any voluntary or optional payment with respect to any principal of, or accrued interest on, any Subordinated Debt prior to the originally scheduled maturity date thereof or otherwise redeem or acquire for value any Subordinated Debt, in each case, other than as expressly permitted pursuant to the applicable subordination provisions. Further, except as expressly permitted pursuant to the applicable subordination provisions, the Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, amend or modify, or permit the amendment or modification of, any agreement or instrument evidencing any Subordinated Debt where such amendment or modification provides for the following or which has any of the following effects:
Subordinated Debt Prepayments; Amendments. 96 Section 10.9. Transactions with Affiliates. 97 Section 10.10. Environmental Matters. 97 Section 10.11. Derivatives Contracts. 98 ARTICLE XI. DEFAULT 98
Subordinated Debt Prepayments; Amendments. The Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, pay any principal of, or accrued interest on, any Subordinated Debt or otherwise make any voluntary or optional payment with respect to any principal of, or accrued interest on, any Subordinated Debt or otherwise redeem or acquire for value any Subordinated Debt or otherwise guaranty any Subordinated Debt; provided, however, (i) Borrower may make scheduled payments of interest due with respect to any Subordinated Debt and (ii) Borrower may make principal payments on the Subordinated Convertible Notes if Borrower delivers to Administrative Agent a compliance certificate that indicates that Borrower shall be in compliance with the covenants under Section 10.1 on a pro forma basis after giving effect to any such payment of principal. Further, the Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, amend or modify, or permit the amendment or modification of, any agreement or instrument evidencing the Subordinated Convertible Notes where such amendment or modification provides for the following or which has any of the following effects: NAI-1502661059v7 93
Subordinated Debt Prepayments; Amendments. The Borrower shall not, and shall not permit any subsidiary to, pay any principal of, or accrued interest on, any Subordinated Debt or otherwise make any voluntary or optional payment with respect to any principal of, or accrued interest on, any Subordinated Debt or otherwise redeem or acquire for value any Subordinated Debt; provided, however, so long as no Default or Event of Default exists or would exist therefrom, (i) the Borrower may make scheduled payments of interest due with respect to the Subordinated Debt and (ii) the Borrower may make principal payments on the Subordinated Debt if the Borrower delivers to the Administrative Agent a compliance certificate that indicates that the Borrower shall be in compliance with the covenants under Sections 10.1(a)-(d) on a pro forma basis after giving effect to any such payment. Further, the Borrower shall not, and shall not permit any Subsidiary to, amend or modify, or permit the amendment or modification of, any agreement or instrument evidencing any Subordinated Debt where such amendment or modification provides for the following or which has any of the following effects:
Subordinated Debt Prepayments; Amendments. The Parent and the Loan Parties shall not, and shall not permit any Subsidiary to, pay any principal of, or accrued interest on, any Subordinated Debt or otherwise make any voluntary or optional payment with respect to any principal of, or accrued interest on, any Subordinated Debt or otherwise redeem or acquire for value any Subordinated Debt; provided, however, so long as no Default or Event of Default exists or would exist therefrom, (i) any Loan Party may make scheduled payments of interest due with respect to the Subordinated Debt and (ii) any Loan Party may make principal payments on the Subordinated Debt if the Borrower delivers to the Administrative Agent a compliance certificate that indicates that the Borrower shall be in compliance with the covenants under Sections 10.1(a)-(d) on a pro forma basis after giving effect to any such payment. Further, the Parent and the Loan Parties shall not, and shall not permit any Subsidiary to, amend or modify, or permit the amendment or modification of, any agreement or instrument evidencing any Subordinated Debt where such amendment or modification provides for the following or which has any of the following effects:
Subordinated Debt Prepayments; Amendments. 92107 Section 10.6 Permitted Indebtedness. 93108 Section 10.7 Plans. 95110 Section 10.8 Fiscal Year. 95110
Subordinated Debt Prepayments; Amendments. The Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, pay any principal of, or accrued interest on, any Subordinated Debt or otherwise make any voluntary or optional payment with respect to any principal of, or accrued interest on, any Subordinated Debt or otherwise redeem or acquire for value any Subordinated Debt or otherwise guaranty any Subordinated Debt; provided, however, (i) the Borrower may make scheduled payments of interest due with respect to any Subordinated Debt and
Subordinated Debt Prepayments; Amendments. 78 Section 10.9. Transactions with Affiliates. ............................................................................ 78 Section 10.10. Environmental Matters. ................................................................................... 79 Section 10.11. Derivatives Contracts. ...................................................................................... 79 ARTICLE XI. DEFAULT ...................................................................................................................... 79 Section 11.1. Events of Default. ............................................................................................ 79
Subordinated Debt Prepayments; Amendments. Except as provided in Sections 10.1.(j) and 11.1.(q), the Borrower shall not, and shall not permit any Subsidiary of the Borrower to, prepay any principal of, or accrued interest on, any Subordinated Debt or otherwise make any voluntary or optional payment with respect to any principal of, or accrued interest on, any Subordinated Debt prior to the originally scheduled due date thereof or otherwise redeem or acquire for value any Subordinated Debt. Further, the Parent and the Borrower shall not, and shall not permit any other Loan Party or other Subsidiary of the Parent to, amend or modify, or permit the amendment or modification of, any agreement or instrument evidencing any Subordinated Debt where such amendment or modification provides for the following or which has any of the following effects: (a) increases the rate of interest accruing on such Subordinated Debt; (b) increases the amount of any scheduled installment of principal or interest, or shortens the date on which any such installment or principal or interest becomes due; (c) shortens the final maturity date of such Subordinated Debt; (d) increases the principal amount of such Subordinated Debt; (e) amends any financial or other covenant contained in any document or instrument evidencing any Subordinated Debt in a manner which is more onerous to the Borrower or such Subsidiary or which requires the Borrower or such Subsidiary to improve its financial performance; (f) provides for the payment of additional material fees or the increase in existing fees; and/or (g) otherwise could reasonably be expected to be materially adverse to the interests of the Administrative Agent or the Lenders. Section 10.9.
