Junior Debt Payments. Make any voluntary payment or other distribution (whether in cash, securities or other property), of or in respect of principal or interest, or such payment by way of the purchase, redemption, retirement, acquisition, cancellation or termination, in each case prior to the final scheduled maturity thereof, of any Indebtedness (each, a “Junior Debt Payment”) that (x) is contractually subordinated in right of payment to any of the Obligations (it being understood that Indebtedness shall not be deemed to be subordinated in right of payment to the Obligations merely because such Indebtedness is secured by a Lien that is junior to the Liens securing the applicable portion of the Obligations) or (y) is secured by a Lien on all or substantially all of the Collateral that is junior to the Lien on the Collateral securing the Obligations (such Indebtedness described in clauses (x) and (y), collectively, “Junior Debt”), except for:
(i) payment of regularly scheduled interest and principal payments (and fees, indemnities and expenses payable) as, and when due in respect of any such Indebtedness to the extent permitted by any Applicable Intercreditor Agreement or other subordination or intercreditor provisions in respect thereof;
(ii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, exchange or renewed Indebtedness is permitted by Section 7.3 and any fees and expenses in connection therewith;
(iii) payments of intercompany Indebtedness permitted under Section 7.3 to the extent permitted by any subordination provisions (if any) in respect thereof;
(iv) the conversion, exchange, redemption, repayment or prepayment of such Indebtedness into or for Stock of a Loan Party (other than Borrower) or a Subsidiary (other than Borrower) (other than Disqualified Stock of a Loan Party or a Subsidiary);
(v) AHYDO Catch-Up Payments relating to Indebtedness of Holdings and its Restricted Subsidiaries so long as no Specified Event of Default has occurred and is continuing;
(vi) Junior Debt Payments in an amount not to exceed the Available Amount then in effect; provided that, solely in the case of any Junior Debt Payment made in reliance on the Available Amount Starter Basket or the Available Retained Excess Cash Flow Amount, immediately after giving Pro Forma Effect to such Junior Debt Payment, the usage of the Available Amount in connection therewith and any related transa...
Junior Debt Payments. Make:
(a) any Junior Debt Payment except that: (i) a Permitted Refinancing permitted pursuant to Section 7.02(b), Section 7.02(c) or Section 7.02(d) may be consummated; (ii) the Borrower may make any payment on any Junior Debt to the extent that such payment is permitted pursuant to the subordination provisions applicable thereto (including Section 11.16); and (iii) the Borrower may make Junior Debt Payments to the extent made solely with the Qualified Capital Stock of the Borrower; or (b) any payment in violation of any subordination and/or intercreditor terms applicable to any Junior Debt.
Junior Debt Payments. 96 7.14 Amendment, Etc. of Junior Debt. ..................................................................................... 97 7.15 Sanctions. .......................................................................................................................... 97 7.16 Anti-Corruption Laws. ...................................................................................................... 97 ARTICLE VIII
Junior Debt Payments. SFDOCS01/318383.4 9 Midway – Subordination Agreement
Junior Debt Payments
