Prepayments, Etc of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement and (b) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.03 and refinancings and refundings of such Indebtedness in compliance with Section 7.03(b).
Prepayments, Etc of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness at any time that an Event of Default exists or would result therefrom, except the prepayment of the Credit Extensions in accordance with the terms of this Agreement.
Prepayments, Etc of Indebtedness.
Prepayments, Etc of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except (i) the payment or prepayment of any or all of the Obligations under the Loan Documents, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii).
Prepayments, Etc of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt, other than:
Prepayments, Etc of Indebtedness. Prepay, redeem, purchase, defease, or otherwise satisfy prior to the scheduled maturity date thereof in any manner, any Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b) prepayments, redemptions, purchases, defeasances or other satisfactions prior to the scheduled maturity of Senior Notes or Additional Notes (under and as defined in Section 7.02(b)); provided, that (A) the Borrower and its Subsidiaries shall be in compliance with Section 7.11 on a Pro Forma Basis, (B) no Default or Event of Default has occurred and is continuing or would result from any such prepayment, redemption, purchase, defeasance or other satisfaction and (C) such prepayment, redemption, purchase, defeasance or other satisfaction shall not exceed the Available Amount as of the date of notice of any such prepayment, redemption, purchase, defeasance or other satisfaction (before giving effect to such prepayment, redemption, purchase, defeasance or other satisfaction and as set forth in a certificate of a Responsible Officer delivered to the Administrative Agent), (c) prepayments, redemptions, purchases, defeasances or other satisfactions prior to the scheduled maturity of other Indebtedness permitted by Section 7.02(g) or Section 7.02(h) not to exceed an aggregate principal amount of $1,000,000; provided, that (A) the Borrower and its Subsidiaries shall be in compliance with Section 7.11 on a Pro Forma Basis and (B) no Default or Event of Default has occurred and is continuing or would result from any such prepayment, redemption, purchase, defeasance or other satisfaction and (d) prepayments, redemptions, purchases, defeasances or other satisfactions prior to the scheduled maturity of Subordinated Debt; provided, that (A) the Borrower and its Subsidiaries shall be in compliance with Section 7.11 on a Pro Forma Basis and (B) no Default or Event of Default has occurred and is continuing or would result from any such prepayment, redemption, purchase, defeasance or other satisfaction.”
Prepayments, Etc of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any Junior Indebtedness or make any payment in violation of any subordination terms of any Permitted Subordinated Indebtedness (collectively, “Restricted Prepayments”), except:
Prepayments, Etc of Indebtedness; Amendments.
Prepayments, Etc of Indebtedness. Grand Parent and the ---------------------------------- Borrower shall not, and shall not permit any other Omnipoint Loan Party (other than Grand Parent) to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness owing by such Omnipoint Loan Party (except that Grand Parent may prepay (whether optional or mandatory) any Indebtedness owing by it or any of its Non-Party Subsidiaries, so long as in the case of a voluntary prepayment no payment default exists at the Borrower under this Agreement or the Note Purchase Agreement), other than the prepayment of the Loans in accordance with the terms of this Agreement, the Intercreditor Agreement or as the Required Secured Creditors may otherwise agree; provided that the foregoing shall not apply to (i) Indebtedness owing to the FCC; (ii) prepayment of Intercompany Indebtedness to the extent the proceeds of Distributions may be used in compliance with Section 7.5; and (iii) notwithstanding anything contained in this Section 7.14, Grand Parent may refinance the Senior Notes provided that such refinancing (x) is unsecured and is not guaranteed or supported by the Borrower or any Guarantor, (y) does not have a maturity date prior to the maturity date of the Senior Notes or any manda tory amortization provisions more favorable to the lenders thereunder than those contained in the Senior Notes and (z) is on terms no more restrictive in any material respect to Grand Parent or any Affiliate of Grand Parent than the terms of this Agreement are to Grand Parent or the applicable Affiliate.
Prepayments, Etc of Other Indebtedness; and Modifications of Certain Other Agreements 53 SECTION 6.14 Financial Covenants 53 SECTION 6.15 Limitation on Creation of Subsidiaries 54 SECTION 6.16 Prohibited ACP Transaction 55 ARTICLE VII Events of Default 55 ARTICLE VIII The Administrative Agent 57 SECTION 8.01 Appointment and Authority 57 SECTION 8.02 Rights as a Lender 57 SECTION 8.03 Exculpatory Provisions 58 TABLE OF CONTENTS (continued) SECTION 8.04 Reliance by Administrative Agent 58 SECTION 8.05 Delegation of Duties 58 SECTION 8.06 Resignation of Administrative Agent 59 SECTION 8.07 Non-Reliance as Administrative Agent 59 SECTION 8.08 No Partnership or Joint Venture 59 SECTION 8.09 Collateral and Guaranty Matters 59 ARTICLE IX Miscellaneous 60 SECTION 9.01 Notices 60 SECTION 9.02 Waivers; Amendments 61 SECTION 9.03 Expenses; Indemnity; Damage Waiver 62 SECTION 9.04 Successors and Assigns 63 SECTION 9.05 Survival 63 SECTION 9.06 Counterparts; Integration; Effectiveness 64 SECTION 9.07 Severability 64 SECTION 9.08 Right of Setoff 64 SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process 64 SECTION 9.10 WAIVER OF JURY TRIAL 65 SECTION 9.11 Headings 65 SECTION 9.12 Confidentiality 65 SECTION 9.13 USA PATRIOT Act 66 SECTION 9.14 Interest Rate Limitation 66 SECTION 9.15 No Advisory or Fiduciary Responsibility 66 SECTION 9.16 Appointment for Perfection 66 SCHEDULES: Schedule A – Material Subsidiaries Schedule B – Tower Companies Schedule C – Disclosure Schedule to Article III Schedule 2.01 – Commitments Schedule 3.03(c) – Conflicting Agreements Schedule 3.15 – Subsidiaries Schedule 6.01 – Existing Indebtedness Schedule 6.02 – Existing Liens CREDIT AGREEMENT CREDIT AGREEMENT (this “Agreement”) dated as of September 15, 2014, by and among ACP RE LTD., a Bermuda exempted company (“ACP”), LONDON ACQUISITION COMPANY LIMITED, a Bermuda exempted company and wholly‑owned subsidiary of ACP (“Merger Sub” and, together with ACP, collectively, the “Borrower”), ACP RE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and owner of 100% of the Equity Interests (as defined below) of ACP, as a Guarantor, the LENDERS from time to time party hereto, and AMTRUST FINANCIAL SERVICES, INC., a Delaware corporation, as Administrative Agent.
