Debt; Prepayment of Debt. (i) Create, incur, assume, suffer to exist or otherwise become or remain liable with respect to, any Debt, except Permitted Debt.
(ii) Prepay any Debt with proceeds of Advances unless (a) at the time of any such prepayment and immediately after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing, and (b) after giving effect to any such prepayment (A) Pro Forma and Projected Capped Excess Availability is at least 25% of the Line Cap other than during the Holiday Season, (B) during the Holiday Season (x) Pro Forma and Projected Capped Excess Availability is at least 15% of the Line Cap, and (y) Pro Forma and Projected Uncapped Excess Availability is at least 30% of the Borrowing Base and (C) the Pro Forma Fixed Charge Ratio shall be at least 1.1 to 1.0.
Debt; Prepayment of Debt. (i) Create, incur, assume, suffer to exist or otherwise become or remain liable with respect to, any Debt, except Permitted Debt; and
(ii) Prepay any Debt with proceeds of Advances unless at the time of any such prepayment and immediately after giving pro forma effect thereto, (A) no Default or Event of Default shall have occurred and be continuing, and (B) after giving effect to any such prepayment (1) Pro Forma and Projected Capped Excess Availability plus Pro Forma and Projected Suppressed Availability (not to exceed an amount equal to 5% of the Line Cap) is at least 15% of the Line Cap, and (2) the Pro Forma Fixed Charge Ratio shall be at least 1.05 to 1.0.
Debt; Prepayment of Debt. (i) Create, incur, assume, suffer to exist or otherwise become or remain liable with respect to, any Debt, except Permitted Debt; and
(ii) Prepay any Debt earlier than 90 days prior to its stated maturity other than (A) (x) ABL Advances or (y) to the extent required to be prepaid pursuant to the terms of the Amended Credit Agreement, other Debt outstanding under the Amended Credit Agreement); provided that any prepayment under this clause (ii)(A)(y) made from Designated Transaction Proceeds shall reduce the capacity under clause (ii)(C) by an equal amount, (B) any other Debt with the proceeds of Permitted Refinancing Debt with respect thereto or (C) in an amount up to the amount of Designated Transaction Proceeds received by the Loan Parties on or after the date hereof in respect of which the L/C Commitments are not automatically reduced in accordance with Section 2.11. For the avoidance of doubt, the Borrowers shall be required to comply with Section 2.11 notwithstanding any prepayment of Debt using Designated Transaction Proceeds or otherwise., (C) Debt owed by Holdings or any of its Subsidiaries to Holdings or any of its Subsidiaries, or (D) to the extent permitted under the Amended Credit Agreement, Debt (including the Real Estate Term Loan and the December Real Estate Loan) with the proceeds of the disposition of any collateral therefor (or, to the extent permitted under the Amended Credit Agreement, with the proceeds of a draw under the Amended Credit Agreement to the extent the obligations under the Amended Credit Agreement are first repaid with proceeds of the applicable disposition of collateral for the applicable Debt) to the extent such Disposition is otherwise permitted hereunder.
Debt; Prepayment of Debt. (i) Create, incur, assume, suffer to exist or otherwise become or remain liable with respect to, any Debt, except Permitted Debt;
(ii) Reserved; and
(iii) Prepay any Debt earlier than 90 days prior to its stated maturity other than (A) Debt outstanding under the ABL Credit Agreement, the LC Facility, the Existing Second Lien Credit Agreement or the Existing Second Lien Notes (in each case, to the extent such prepayment is permitted by the ABL Credit Agreement), (B) any other Debt with the proceeds of or in exchange for Permitted Refinancing Debt with respect thereto, (C) Debt owed by Holdings or any of its Subsidiaries to Holdings or any of its Subsidiaries, or (D) to the extent permitted under the ABL Credit Agreement, Debt with the proceeds of the disposition of any collateral therefor (or, to the extent permitted under the ABL Credit Agreement, with the proceeds of a draw under the ABL Credit Agreement to the extent the obligations under the ABL Credit Agreement are first repaid with proceeds of the applicable disposition of collateral for the applicable Debt) to the extent such Disposition is otherwise permitted hereunder.
Debt; Prepayment of Debt. (i) Create, incur, assume, suffer to exist or otherwise become or remain liable with respect to, any Debt, except Permitted Debt;
(ii) Reserved; and
(iii) Prepay any Debt (other than Priority Obligations) unlessexcept:
(A) Prepayments of Debt solely with Net Proceeds of Dispositions permitted pursuant to clause (g)(iii) of the definition of “Permitted Dispositions” and with the proceeds of Permitted Dispositions of collateral for such Debt, including, as applicable, the April 2016 Mortgage Debt and the January 2017 Mortgage Debt;
(B) Prepayments of the April 2016 Mortgage Debt solely with Net Proceeds received from the Credit Card Royalty Securitization; and
(C) Other prepayments of Debt so long as at the time of any such prepayment and immediately after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing. Further, if Holdings, the Borrowers or any of their Subsidiaries shall prepay any Debt (other thanincluding Debt owed by a Loan Party to a Subsidiary that is not a Loan Party, but excluding other Debt owed to Holdings or any of its Subsidiaries and excluding Priority Obligations) on any date (each, a “Prepayment Date”) then the Borrowers shall not permit Capped Excess Availability to be less than 12.5% of the Line Cap (or such lesser amount as may be permitted under the First Lien Credit Agreement) at any time from the Prepayment Date until one year following the Prepayment Date; provided this sentence shall not apply to prepayments of Debt (for the avoidance of doubt, other than intercompany Debt) (A) with the proceeds of the incurrence of Permitted Debt as long as the maturity of such Permitted Debt (i) with respect to Permitted Debt prepaying Debt having a maturity of one year or less, is at least sixty (60) days later than the maturity of the Debt so refinanced, or (ii) with respect to all other Debt, is later than the maturity of the Debt so refinanced and the latest Termination Date, or (B) with the proceeds from the issuance of equity interests in a Group Member (other than to another Group Member), or (C) in a principal amount not to exceed $25,000,000 in the aggregate in any fiscal year. For the avoidance of doubt, the foregoing sub-sections (ii) and (iii) of this Section 6.02(j) will not apply to the repayment of the Obligations, which are rather governed by the provisions of Article II hereof.
Debt; Prepayment of Debt. (i) Create, incur, assume, suffer to exist or otherwise become or remain liable with respect to, any Debt, except Permitted Debt.
(ii) Prepay any Debt with proceeds of Advances unless (a) at the time of any such prepayment and immediately after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing, and (b) after giving effect to any such prepayment (A) Pro Forma and Projected Excess Availability is at least 25% of the Line Cap and (B) the Pro Forma Fixed Charge Ratio shall be at least 1.1 to 1.0.
Debt; Prepayment of Debt. (i) Create, incur, assume, suffer to exist or otherwise become or remain liable with respect to, any Debt, except Permitted Debt;
(ii) Reserved; and
(iii) Prepay any Debt (other than Priority Obligations) except:
(A) Prepayments of Debt solely with Net Proceeds of Dispositions permitted pursuant to clause (g)(iii) of the definition of “Permitted Dispositions” and with the proceeds of Permitted Dispositions of collateral for such Debt, including, as applicable, the April 2016 Mortgage Debt and the January 2017 Mortgage Debt;
Debt; Prepayment of Debt. (i) Create, incur, assume, suffer to exist or otherwise become or remain liable with respect to, any Debt, except Permitted Debt; and
(ii) Prepay any Debt other than (A) ABL Advances, (B) any other Debt with the proceeds of Permitted Refinancing Debt with respect thereto or (C) in an amount up to the amount of Designated Transaction Proceeds received by the Loan Parties on or after the date hereof in respect of which the L/C Commitments are not automatically reduced in accordance with Section 2.11.
Debt; Prepayment of Debt. Create, incur, assume, suffer to exist or otherwise become or remain liable with respect to, any Debt, except Permitted Debt;
Debt; Prepayment of Debt. (i) Create, incur, assume, suffer to exist or otherwise become or remain liable with respect to, any Debt, except Permitted Debt.
(ii) Prepay any Debt with proceeds of the Term Loan.
(iii) Prepay any Debt (including using advances under the ABL Credit Agreement) unless (A) at the time of any such prepayment and immediately after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing, and (B) after giving effect to any such prepayment (x) Pro Forma and Projected Excess Availability is at least 25% of the ABL Line Cap and (y) the Pro Forma Fixed Charge Ratio shall be at least 1.1 to 1.0.
