Common use of Indebtedness, etc Clause in Contracts

Indebtedness, etc. (i) Each Credit Party shall have received all necessary consents or waivers or shall have amended, supplemented or otherwise modified, repaid or defeased its outstanding Indebtedness in a manner and on terms satisfactory to the Agents such that there exists no default or potential default (as a result of the con summation of the Texas Acquisitions) with respect to such Indebtedness or under any note, evidence of indebtedness, capital lease, mortgage, deed of trust, security document or other agreement relating to such Indebtedness and such indentures, notes, evidences of indebtedness, capital lease mortgages, deeds of trust or other agreements relating to such Indebtedness shall not contain (i) any restriction on the ability of Holdings or any of its Subsidiaries to grant any Lien in favor of the Banks (other than in the case of Capital Leases, or purchase money debt (excluding Real Property leases), a Lien on the property financed thereby) or any financial covenants or tests applicable to Holdings or any of its Subsidiaries. (ii) The terms and conditions of any Indebtedness of Holdings and its Subsidiaries as of the Texas Acquisition Closing Date which remains outstanding after giving effect to the Texas Acquisitions and the making of the Texas Term B Loans, the extent to which any Indebtedness of any of ▇▇▇▇▇▇, Plants, ▇▇▇▇▇ or Holiday remains outstanding as Indebtedness of the Borrower, Lone Star or ▇▇▇▇▇▇ after giving effect to the Texas Acquisitions and the making of the Texas Term B Loans and the Acquisition Term Loans shall, in each case, be reasonably acceptable to the Agents. The Administrative Agent shall have received evidence satisfactory to it that the Indebtedness reflected on Schedule A hereto as being paid as of the Texas Acquisition Closing Date is being paid with the proceeds of the Acquisition Term Loans and the Texas Term B Loans made on the date hereof.

Indebtedness, etc. (i) Each Credit Party shall have received all necessary consents or waivers or shall have amendedOn the Effective Date, supplemented or otherwise modified, repaid or defeased its outstanding Indebtedness in a manner and on terms satisfactory to the Agents such that there exists no default or potential default (as a result of the con summation of the Texas Acquisitions) with respect to such Indebtedness or under any note, evidence of indebtedness, capital lease, mortgage, deed of trust, security document or other agreement relating to such Indebtedness and such indentures, notes, evidences of indebtedness, capital lease mortgages, deeds of trust or other agreements relating to such Indebtedness shall not contain (i) any restriction on the ability of Holdings or any of its Subsidiaries to grant any Lien in favor of the Banks (other than in the case of Capital Leases, or purchase money debt (excluding Real Property leases), a Lien on the property financed thereby) or any financial covenants or tests applicable to Holdings or any of its Subsidiaries. (ii) The terms and conditions of any Indebtedness of Holdings Parent Borrower and its Subsidiaries as of the Texas Acquisition Closing Date which remains shall have no outstanding preferred stock or Indebtedness after giving effect to this Agreement except (w) intercompany indebtedness, (x) the Texas Acquisitions Obligations, (y) Indebtedness set forth on Annex V and the making (z) Indebtedness (on an individual basis) which has an outstanding principal balance of the Texas Term B Loans, the extent to which any Indebtedness of any of ▇▇▇▇▇▇, Plants, ▇▇▇▇▇ less than $15,000,000. On or Holiday remains outstanding as Indebtedness of the Borrower, Lone Star or ▇▇▇▇▇▇ after giving effect prior to the Texas Acquisitions and Effective Date, (i) the making of the Texas Term B Loans and the Acquisition Term Loans shall, in each case, be reasonably acceptable to the Agents. The Administrative Agent shall have received satisfactory evidence satisfactory to it that the Indebtedness reflected on Schedule A Existing Credit Agreement shall have been terminated (including all commitments thereunder) and all amounts thereunder shall have been paid in full and (ii) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith. In connection with the evidence referred to in the preceding sentence, each Lender hereto as being paid as and also a party to the Existing Credit Agreement hereby waives any requirement under the Existing Credit Agreement that the Borrowers provide notice of the Texas Acquisition Closing cancellation or termination of any commitment outstanding thereunder prior to the Effective Date is being paid with and that payment of any fees under the proceeds Existing Credit Agreement on the Effective Date be received on or prior to 11 A.M. (New York time). On the Effective Date, the Letters of Credit outstanding under the Existing Credit Agreement shall continue to be outstanding (and shall be deemed to be issued) under this Agreement and shall be deemed to be Fronted Letters of Credit or Non-Fronted Letters of Credit, as the case may be, governed by the terms of this Agreement and the terms of this Agreement will also govern the rights of the Acquisition Term Loans Borrowers, the Issuing Agent, the Issuing Lenders, the Lenders, the Original Lenders and the Texas Term B Loans made on Existing Issuing Lenders with respect thereto. In connection therewith, each Lender hereto and also a party to the date hereofExisting Credit Agreement hereby acknowledges and agrees that each such Letter of Credit shall be deemed terminated for purposes of the Existing Credit Agreement and any related Existing Credit Document.

Indebtedness, etc. (i) Each Credit Party shall have received all necessary consents or waivers or shall have amended, supplemented or otherwise modified, repaid or defeased its outstanding Indebtedness in a manner and on terms satisfactory to the Agents such that there exists no default or potential default (as a result of the con summation consummation of the Texas AcquisitionsSummersun Acquisition) with respect to such Indebtedness or under any note, evidence of indebtedness, capital lease, mortgage, deed of trust, security document or other agreement relating to such Indebtedness and such indentures, notes, evidences of indebtedness, capital lease mortgages, deeds of trust or other agreements relating to such Indebtedness shall not contain (i) any restriction on the ability of Holdings or any of its Subsidiaries to grant any Lien in favor of the Banks (other than in the case of Capital Leases, or purchase money debt (excluding Real Property leases), a Lien on the property financed thereby) or any financial covenants or tests applicable to Holdings or any of its Subsidiaries. (ii) The terms and conditions of any Indebtedness of Holdings and its Subsidiaries as of the Texas Summersun Acquisition Closing Date which remains outstanding after giving effect to the Texas Acquisitions Summersun Acquisition and the making of the Texas Summersun Term A Loans and the Summersun Term B Loans, the extent to which any Indebtedness of any of ▇▇▇▇▇▇, Plants, ▇▇▇▇▇ or Holiday Summersun remains outstanding as Indebtedness of the Borrower, Lone Star or ▇▇▇▇▇▇ Borrower after giving effect to the Texas Acquisitions Summersun Acquisition and the making of the Texas Summersun Term A Loans and Summersun Term B Loans and the Acquisition Term Loans shall, in each case, be reasonably acceptable to the Agents. The Administrative Agent shall have received evidence satisfactory to it that the Indebtedness reflected on Schedule A hereto as being paid as of the Texas Summersun Acquisition Closing Date is being paid with the proceeds of the Acquisition Summersun Term A Loans and the Texas Summersun Term B Loans made on the date hereof.

Indebtedness, etc. (i) Each Except as set forth on Schedule 4.01(m), on or before the Closing Date, each Credit Party shall have received all necessary consents or waivers or shall have amended, supplemented or otherwise modified, repaid or defeased its outstanding Indebtedness in a manner and on terms satisfactory to the Agents such that there exists no default or potential default (as a result of the con summation consummation of the Texas AcquisitionsLS Purchase) with respect to such Indebtedness or under any note, evidence of indebtedness, capital lease, mortgage, deed of trust, security document or other agreement relating to such Indebtedness and such indentures, notes, evidences of indebtedness, capital lease mortgages, deeds of trust or other agreements relating to such Indebtedness shall not contain (i) any restriction on the ability of Holdings or any of its Subsidiaries to grant any Lien in favor of the Banks (other than in the case of Capital Leases, or purchase money debt (excluding Real Property leases), a Lien on the property financed thereby) or any financial covenants or tests applicable to Holdings or any of its Subsidiaries. (ii) The terms and conditions of any Indebtedness of Holdings and its Subsidiaries as of the Texas Acquisition Closing Date which remains outstanding after giving effect to the Texas Acquisitions LS Purchase and the making of the Texas Term B Initial Loans, and the extent to which any Indebtedness of any of ▇▇▇▇▇▇, Plants, ▇▇▇▇▇ or Holiday Target remains outstanding as Indebtedness of the Borrower, Lone Star or ▇▇▇▇▇▇ Acquisition after giving effect to the Texas Acquisitions LS Purchase and the making of the Texas Term B Loans and the Acquisition Term Initial Loans shall, in each case, be reasonably acceptable to the Agents. The Administrative Agent shall have received evidence satisfactory to it that the Indebtedness reflected on Schedule A hereto 5.20 as being paid as of the Texas Acquisition Closing Date is being paid with the proceeds of the Acquisition Term Loans and the Texas Term B Loans made on the date hereofInitial Loans.

Indebtedness, etc. (i) Each Credit Party shall have received all necessary consents or waivers or shall have amended, supplemented or otherwise modified, repaid or defeased its outstanding Indebtedness in a manner and on terms satisfactory to the Agents such that there exists no default or potential default (as a result of the con summation consummation of the Texas AcquisitionsOda Acquisition) with respect to such Indebtedness or under any note, evidence of indebtedness, capital lease, mortgage, deed of trust, security document or other agreement relating to such Indebtedness and such indentures, notes, evidences of indebtedness, capital lease mortgages, deeds of trust or other agreements relating to such Indebtedness shall not contain (i) any restriction on the ability of Holdings or any of its Subsidiaries to grant any Lien in favor of the Banks (other than in the case of Capital Leases, or purchase money debt (excluding Real Property leases), a Lien on the property financed thereby) or any financial covenants or tests applicable to Holdings or any of its Subsidiaries. (ii) The terms and conditions of any Indebtedness of Holdings and its Subsidiaries as of the Texas Oda Acquisition Closing Date which remains outstanding after giving effect to the Texas Acquisitions Oda Acquisition and the making of the Texas Oda Term A Loans and the Oda Term B Loans, the extent to which any Indebtedness of any of ▇▇▇▇▇▇, Plants, ▇▇▇▇▇ or Holiday remains outstanding as Indebtedness of the Borrower, Lone Star or ▇▇▇▇▇▇ Borrower after giving effect to the Texas Acquisitions Oda Acquisition and the making of the Texas Oda Term A Loans and Oda Term B Loans and the Acquisition Term Loans shall, in each case, be reasonably acceptable to the Agents. The Administrative Agent shall have received evidence satisfactory to it that the Indebtedness reflected on Schedule A hereto as being paid as of the Texas Oda Acquisition Closing Date is being paid with the proceeds of the Acquisition Oda Term A Loans and the Texas Oda Term B Loans made on the date hereof.

Indebtedness, etc. (i) Each Credit Party shall have received all necessary consents or waivers or shall have amendedOn the Effective Date, supplemented or otherwise modified, repaid or defeased its outstanding Indebtedness in a manner and on terms satisfactory to the Agents such that there exists no default or potential default (as a result of the con summation of the Texas Acquisitions) with respect to such Indebtedness or under any note, evidence of indebtedness, capital lease, mortgage, deed of trust, security document or other agreement relating to such Indebtedness and such indentures, notes, evidences of indebtedness, capital lease mortgages, deeds of trust or other agreements relating to such Indebtedness shall not contain (i) any restriction on the ability of Holdings or any of its Subsidiaries to grant any Lien in favor of the Banks (other than in the case of Capital Leases, or purchase money debt (excluding Real Property leases), a Lien on the property financed thereby) or any financial covenants or tests applicable to Holdings or any of its Subsidiaries. (ii) The terms and conditions of any Indebtedness of Holdings Parent Borrower and its Subsidiaries as of the Texas Acquisition Closing Date which remains shall have no outstanding preferred stock or Indebtedness after giving effect to the Texas Acquisitions this Agreement and the making of the Texas Term B Loans, the extent to which any Indebtedness incurrence of any Revolving Loans except (w) intercompany indebtedness permitted pursuant to Section 8.04(b)(ii) hereof, (x) the Obligations, (y) Indebtedness set forth on Annex V and (z) Indebtedness (on an individual basis) which has an outstanding principal balance of ▇▇▇▇▇▇, Plants, ▇▇▇▇▇ less than $15,000,000. On or Holiday remains outstanding as Indebtedness of the Borrower, Lone Star or ▇▇▇▇▇▇ after giving effect prior to the Texas Acquisitions and Effective Date, (i) the making of the Texas Term B Loans and the Acquisition Term Loans shall, in each case, be reasonably acceptable to the Agents. The Administrative Agent shall have received satisfactory evidence satisfactory to it that the Indebtedness reflected on Schedule A Existing Credit Agreement shall have been terminated (including all commitments thereunder) and all amounts thereunder shall have been paid in full and (ii) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith. In connection with the evidence referred to in the preceding sentence, each Lender hereto as being paid as and also a party to the Existing Credit Agreement hereby waives any requirement under the Existing Credit Agreement that the Borrowers provide notice of the Texas Acquisition Closing Date is being paid with cancellation or termination of any commitment outstanding thereunder prior to the proceeds Effective Date. On the Effective Date, the Letters of Credit outstanding under the Existing Credit Agreement shall continue to be outstanding (and shall be deemed to be issued) under this Agreement and shall be deemed to be Tranche 1 Non-Fronted Letters of Credit governed by the terms of this Agreement and the terms of this Agreement will also govern the rights of the Acquisition Term Loans Borrowers, the Issuing Agent, the Issuing Lenders, the Lenders and the Texas Term B Loans made on Original Lenders with respect thereto. In connection therewith, each Lender hereto and also a party to the date hereofExisting Credit Agreement hereby acknowledges and agrees that each such Letter of Credit shall be deemed terminated for purposes of the Existing Credit Agreement and any related Existing Credit Document.