Common use of Prepayments of Indebtedness, etc Clause in Contracts

Prepayments of Indebtedness, etc. The Credit Parties will not permit any Consolidated Party to (a) after the issuance thereof, amend, modify or refinance (or permit the amendment, modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) any other Indebtedness (other than Indebtedness owed to the Borrower), or (c) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so).

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not, and will not permit any Consolidated Party to (a) after the issuance thereof, amend, modify or refinance (or permit the amendment, modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancingits Subsidiaries to, (bx) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with in respect theretothereof) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of any other Existing Indebtedness, any Senior Notes or any Mezzanine Subordinated Notes or Mezzanine Subordinated Loans; provided, that (i) the Borrower and/or its Subsidiaries may prepay Existing Indebtedness in an aggregate amount not to exceed $2,000,000, and (other than ii) the Borrower may repay, repurchase or otherwise acquire Senior Notes under the clawback provisions of the Senior Notes Documents, (y) amend, modify or change in any manner any agreements (including, without limitation, the Senior Note Documents, the Mezzanine Subordinated Loan Documents and the Existing Indebtedness owed Agreements) (A) relating to the Borrower)Senior Notes, (B) relating to the Mezzanine Subordinated Notes or (C) relating to the Existing Indebtedness, in a manner adverse to the interests of the Banks in the case of this clause (C) or (z) amend, modify or change in any manner materially adverse to the interests of the Banks, the Certificate of Incorporation (including, without limitation, by the filing of any additional certificate of designation) or By-Laws of the Borrower or any of its Subsidiaries, the terms of any of its capital stock or any agreement entered into by the Borrower with respect to its capital stock, the Shareholders Agreement, or (c) except enter into any new agreement in connection any manner materially adverse to the interests of the Banks with a refinancing respect to the capital stock of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so)the Borrower."

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to of its Subsidiaries to, (ai) after the issuance thereof, amend, ,amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness (including, without limitation, the Subordinated Indebtedness) if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, (A) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or payment, any prepayment or any redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed to the Borrower), Subordinated Indebtedness) or (cB) except in connection make (or give any notice with a refinancing respect thereto) any voluntary or optional payment, any prepayment or any redemption or acquisition for value of Indebtedness permitted under clause (a) hereofincluding without limitation, refund by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due); refund; refinance or exchange of any Subordinated Indebtedness, provided that the Borrower may use cash proceeds received from the issuance of common stock to prepay the Subordinated indebtedness or (except as provided in clause (aC) above) any other Indebtedness amend, modify or change its articles of incorporation (or offer to do so)corporate charter or other similar organizational document) or bylaws (or other similar document where such change would have a Material Adverse Effect.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to Subsidiary to, (a) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness in excess of $5,000,000 if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such IndebtednessIndebtedness or the Lenders, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed Subordinated Debt, except that so long as there is no Default or Event of Default then in existence and subject to the Borrower)terms and provisions of the Subordinated Note Indenture or other document evidencing Subordinated Debt, or (c) except the Borrower shall be entitled to pay interest and scheduled principal payments thereon in connection accordance with a refinancing the terms of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so)such Subordinated Debt.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to of its Subsidiaries to, (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (bii)(A) except in connection with if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Subordinated Indebtedness) or (B) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness owed subordinated to the Borrower), obligations of the Borrower or the Guarantors hereunder or (cC) except in connection with a refinancing amend, modify or change its articles of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness incorporation (or offer to do so)corporate charter or other similar organizational document) or bylaws (or other similar document) where such change would have a Material Adverse Effect.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to of its Subsidiaries to, (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (iiii)(A) the Indebtedness refinancing such Indebtedness, if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or payment, any prepayment or any redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed to Subordinated Indebtedness) or (B) make (or give any notice with respect thereto) any voluntary or optional payment, any prepayment or any redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the Borrowertrustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness or (cC) except in connection with a refinancing amend, modify or change its articles of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness incorporation (or offer to do so)corporate charter or other similar organizational document) or bylaws (or other similar document) where such change would have a Material Adverse Effect.

Prepayments of Indebtedness, etc. The Credit Parties will not permit the Parent or any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, thereof or (ii) except for the Indebtedness refinancing such Indebtedness, as applicable, exchange of the notes evidencing the Senior Subordinated Debt for notes with identical terms registered pursuant to the registration rights agreement set forth in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofindenture for the Senior Subordinated Debt, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed to the Borrowerincluding without limitation Subordinated Indebtedness), (b) make interest payments in respect of Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness or (c) except make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of Subordinated Indebtedness (including any payment of accrued interest and premium, if any, payable in connection with a refinancing of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do sotherewith).

Prepayments of Indebtedness, etc. The If any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, the Credit Parties will not permit the Parent or any Consolidated Party to (a) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause , or (ab) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed to including without limitation any Subordinated Indebtedness) or (ii) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the Borrowertrustee with respect thereto before due for the purpose of paying when due), or (c) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofrefund, refund refinance or exchange (except as provided in clause (a) above) of any other Indebtedness (or offer to do so)Subordinated Indebtedness.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not, and -------------------------------- will not permit any Consolidated Party to of its Subsidiaries to, (a) after the issuance thereof, amend, modify or refinance (or permit the amendmentmodify, modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change in any terms in a manner adverse to the issuer interests of such Indebtednessthe Lenders the Certificate of Incorporation (including, without limitation, by the filing of any certificate of designation) or By-Laws of the Borrower or any Subsidiary, or shorten any agreement entered into by the final maturity Borrower or average life any Subsidiary, with respect to maturity its capital stock, or require the Documents, or enter into any new agreement in any manner adverse to the interests of the Lenders with respect to the capital stock of the Borrower or any Subsidiary or (b) prepay any obligations under the Contingent Bonus Plan or any Indebtedness other than the Loans, the Existing Indebtedness or Indebtedness permitted pursuant to Section 8.04(c) or acquire or redeem any Indebtedness or --------------- (c) make any payment to be made sooner than originally scheduled under the Seller Notes or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent Contingent Bonus Plan unless (i) such Indebtednessthe Borrower has met the vesting requirements thereof as certified by the Borrower to the Agent, as so amended or modified, or (ii) with respect to the Indebtedness refinancing Contingent Bonus Plan only, such Indebtednesspayment is made on the last day of a fiscal quarter of the Borrower, as applicable(iii) with respect to the Contingent Bonus Plan only, in each case could be incurred under Section 8.1(eno Default or Event of Default has occurred and is continuing or would result therefrom and (iv) hereof with respect to the Contingent Bonus Plan only, at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value and after giving effect thereto the remainder of (including without limitationx) the lesser of the Total Revolving Commitment or the Borrowing Base minus (y) the sum of the Revolving Loans, by way Swingline Loans and Letter of depositing money or securities with Credit Outstandings shall be greater than $1,000,000 and the trustee with respect thereto before due for the purpose of paying when due) any other Indebtedness (other than Indebtedness owed Borrower shall have delivered a certification to the Borrower), or (c) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer Agent to do so)such effect.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not, and will not permit any Consolidated Party to (a) after the issuance thereof, amend, modify or refinance (or permit the amendment, modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancingits Subsidiaries to, (bx) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with in respect theretothereof) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of any other Existing Indebtedness or the Senior Notes; provided, that (other than i) the Borrower and/or its Subsidiaries may prepay Existing Indebtedness owed in an aggregate amount not to exceed $2,000,000 and (ii) the Borrower may repay, repurchase or otherwise acquire Senior Notes under the clawback provisions of the Senior Note Documents, (y) amend, modify or change in any manner any agreements (including, without limitation, the Senior Note Documents and the Existing Indebtedness Agreements) (A) relating to the Borrower)Senior Notes or (B) relating to the Existing Indebtedness, in a manner adverse to the interests of the Banks in the case of this clause (B) or (z) amend, modify or change in any manner materially adverse to the interests of the Banks, the Certificate of Incorporation (including, without limitation, by the filing of any additional certificate of designation) or By-Laws of the Borrower or any of its Subsidiaries, the terms of any of its capital stock or any agreement entered into by the Borrower with respect to its capital stock, the Shareholders Agreement, or (c) except enter into any new agreement in connection any manner materially adverse to the interests of the Banks with a refinancing respect to the capital stock of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness (or offer to do so)the Borrower.

Prepayments of Indebtedness, etc. The Credit Parties will not permit any Consolidated Party to (a) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any subordinated Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto (provided, that the Borrower may change the interest rate owing with respect to the Senior Subordinated Notes from a floating rate to a fixed rate on terms and conditions satisfactory to the Agent) or change any subordination provision thereof; provided that the restrictions of this clause , or (ab) shall not apply to any Indebtedness to the extent (i) such Indebtedness, if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other subordinated Indebtedness (including without limitation any Indebtedness permitted by Section 8.1(f) or (ii) make (or give any notice with respect thereto) any other Indebtedness voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (other than Indebtedness owed to including without limitation, by way of depositing money or securities with the Borrowertrustee with respect thereto before due for the purpose of paying when due), or (c) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofrefund, refund refinance or exchange (of any subordinated Indebtedness except as provided in clause (athat the Borrower make payments permitted by the provisos to Sections 3.3(b)(iii) above) any other Indebtedness (or offer to do soand 3.3(b)(iv).

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to of its Subsidiaries to, (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, (A) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of, any other Indebtedness (other than Indebtedness owed to the BorrowerIntercompany Indebtedness) or (B) except as otherwise permitted by Section 8.6(iv), make any payment or prepayment of any Intercompany Indebtedness or (ciii) except in connection with a refinancing amend, modify or change its articles of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness incorporation (or offer to do so)corporate charter or other similar organizational document) or bylaws (or other similar document) where such change would have a Material Adverse Effect.

Prepayments of Indebtedness, etc. The Credit Parties Neither the Borrower nor any of -------------------------------- the Restricted Subsidiaries will not permit any Consolidated Party to (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendmentamendment or modification of), modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner reasonably and materially adverse to the issuer interests of such Indebtednessthe Lenders (including, without limitation, any acceleration or shortening of amortization of principal thereof, or shorten modification of the final maturity or average life to maturity or require terms of subordination relating thereto), any payment to be made sooner of the terms of any Total Funded Debt (other than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent permitted by Section 6.1(e) or (if) such Indebtednessor any Indebtedness hereunder), as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) or exchange of any other Indebtedness Total Funded Debt (other than any Indebtedness owed to the Borrowerpermitted by Section 6.1(e) or (f), any Indebtedness hereunder, any prepayment of Subordinated Debt with Net Sales Proceeds remaining after the Borrower has made all required prepayments hereunder or any refinancing of any issue of Subordinated Debt with any subsequent issue of Subordinated Debt and other than the redemption or repurchase of up to $10,000,000 of the Subordinated Debt) or (ciii) except make any regularly scheduled payment of Subordinated Debt in connection with a refinancing violation of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided the subordination provisions contained in clause (a) above) any other Indebtedness (or offer to do so)the Subordinated Debt Documents.

Prepayments of Indebtedness, etc. The Credit Parties Neither the Borrower nor any of the Restricted Subsidiaries will not permit any Consolidated Party to (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendmentamendment or modification of), modification or refinancing of) any other Indebtedness if such amendment, modification or refinancing would add or change any terms in a manner reasonably and materially adverse to the issuer interests of such Indebtednessthe Lenders (including, without limitation, any acceleration or shortening of amortization of principal thereof, or shorten modification of the final maturity or average life to maturity or require terms of subordination relating thereto), any payment to be made sooner of the terms of any Total Funded Debt (other than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent permitted by Section 6.1(e) or (if) such Indebtednessor any Indebtedness hereunder), as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) or exchange of any other Indebtedness Total Funded Debt (other than any Indebtedness owed to the Borrowerpermitted by Section 6.1(e) or (f), any Indebtedness hereunder, any prepayment of Subordinated Debt with Net Sales Proceeds remaining after the Borrower has made all required prepayments hereunder or any refinancing of any issue of Subordinated Debt with any subsequent issue of Subordinated Debt and other than the redemption or repurchase of up to $10,000,000 of the Subordinated Debt) or (ciii) except make any regularly scheduled payment of Subordinated Debt in connection with a refinancing violation of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided the subordination provisions contained in clause (a) above) any other Indebtedness (or offer to do so)the Subordinated Debt Documents.

Prepayments of Indebtedness, etc. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to of its Subsidiaries to, (ai) after the issuance thereof, amend, amend or modify or refinance (or permit the amendment, amendment or modification or refinancing of) any other of the terms of any Indebtedness if such amendment, amendment or modification or refinancing would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof; provided that the restrictions of this clause (a) shall not apply to any Indebtedness to the extent (i) such Indebtedness, as so amended or modified, or (ii) the Indebtedness refinancing such Indebtedness, (A) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as applicable, in each case could be incurred under Section 8.1(e) hereof at the time of such amendment, modification or refinancing, (b) except in connection with a refinancing of Indebtedness permitted under clause (a) hereofresult thereof, make (or give any notice with respect thereto) any voluntary or optional payment or payment, any prepayment or any redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) ), refund, refinance or exchange of any other Indebtedness (other than Indebtedness owed to Subordinated Indebtedness) or (B) make (or give any notice with respect thereto) any voluntary or optional payment, any prepayment or any redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the Borrowertrustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness or (cC) except in connection with a refinancing amend, modify or change its articles of Indebtedness permitted under clause (a) hereof, refund or exchange (except as provided in clause (a) above) any other Indebtedness incorporation (or offer to do so)corporate charter or other similar organizational document) or bylaws (or other similar document) where such change would have a Material Adverse Effect.