Common use of Junior Debt Payments Clause in Contracts

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 transactions to be consummated in connection therewith and all other customary pro forma events and adjustments and subject to Section 1.3 in the case of any such Junior Debt Payment made in connection with a Limited Condition Transaction, (i) no Specified Event of Default shall have occurred and be continuing and (ii) the Total Net Leverage Ratio, when calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period ended prior to the applicable date of determination for which Financial Statements are required to be delivered, shall not exceed 5.50 to 1.00; (vii) [reserved]; (viii) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within sixty (60) days of the date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 7.13; provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision; (ix) unlimited Junior Debt Payments so long as immediately after giving Pro Forma Effect to any such Junior Debt Payment and any related transactions to be consummated in connection therewith and all other customary pro forma events and adjustments and subject to Section 1.3 in the case of any such Junior Debt Payment made in connection with a Limited Condition Transaction, (i) no Event of Default shall have occurred and be continuing and (ii) the Total Net Leverage Ratio, when calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period ended prior to the applicable date of determination for which Financial Statements are required to be delivered, shall not exceed 5.00 to 1.00; (x) [reserved]; (xi) Junior Debt Payments in connection with an incurrence of Refinancing Debt in respect thereof under Section 7.3(xxv); and (xii) Junior Debt Payments in an aggregate principal amount not to exceed the greater of (x) $35,000,000 and (y) 20% of TTM Consolidated EBITDA, plus any available amounts under Section 7.14(o) which the Borrower has reallocated for use under this clause (xii).

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 transactions to be consummated in connection therewith and all other customary pro forma events and adjustments and subject to Section 1.3 in the case of any such Junior Debt Payment made in connection with a Limited Condition Transaction, (i) no Specified Event of Default shall have occurred and be continuing and (ii) the Total Net Leverage Ratio, when calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period ended prior to the applicable date of determination for which Financial Statements are required to be delivered, shall not exceed 5.50 to 1.00; (vii) [reserved]; (viii) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within sixty (60) days of the date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 7.13; provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision; (ix) unlimited Junior Debt Payments so long as immediately after giving Pro Forma Effect to any such Junior Debt Payment and any related transactions to be consummated in connection therewith and all other customary pro forma events and adjustments and subject to Section 1.3 in the case of any such Junior Debt Payment made in connection with a Limited Condition Transaction, (i) no Event of Default shall have occurred and be continuing and (ii) the Total Net Leverage Ratio, when calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period ended prior to the applicable date of determination for which Financial Statements are required to be delivered, shall not exceed 5.00 5.25 to 1.00; (x) [reserved]; (xi) Junior Debt Payments in connection with an incurrence of Refinancing Debt in respect thereof under Section 7.3(xxv); and (xii) Junior Debt Payments in an aggregate principal amount not to exceed the greater of (x) $35,000,000 47,000,000 and (y) 20% of TTM Consolidated EBITDA, plus any available amounts under Section 7.14(o) which the Borrower has reallocated for use under this clause (xii).

Junior Debt Payments. Make any voluntary or optional payment or other distribution (whether in cash, securities or other property), prepayment of principal of or in respect of principal or interestredeem, or such payment by way of the purchase, redemption, retirement, acquisition, cancellation defease or termination, in each case otherwise satisfy prior to the final scheduled maturity thereofthereof in any manner any Junior Debt, or make any payment in violation of any Indebtedness subordination terms applicable to any such Junior Debt (each, 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: that: (a) a Permitted Refinancing may be consummated, (b) the Borrower may make Junior Debt Payments to the extent made solely (i) payment with Qualified Capital Stock 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 Borrower or other subordination or intercreditor provisions in respect thereof; (ii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals with proceeds of any such Indebtedness to the extent such refinancingAdditional Unsecured Indebtedness; provided, 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 with respect to any Junior Debt Payment made in reliance of Indebtedness that is subordinated to the Secured Obligations, such Additional Unsecured Indebtedness shall be subordinated to the Secured Obligations on at least as favorable terms to the Available Amount Starter Basket Lenders as such underlying subordinated Indebtedness, (c) the Borrower or any Restricted Subsidiary may make any other Junior Debt Payment; provided, that, (i) the Available Retained Excess Cash Flow AmountBorrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, immediately after upon giving Pro Forma Effect to such Junior Debt Payment, (x) the usage Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as of the Available Amount in connection therewith and any related transactions most recently ended fiscal quarter for which the Borrower was required to be consummated in connection therewith and all other customary pro forma events and adjustments and subject deliver financial statements pursuant to Section 1.3 in 6.01(a) or Section 6.01(b), and (y) the case of any such Junior Debt Payment made in connection with a Limited Condition Transaction, Consolidated Total Net Adjusted Leverage Ratio shall be less than 3.00 to 1.0 and (iii) no Specified Event of Default shall have occurred and be continuing and (ii) the Total Net Leverage Ratio, when calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period ended prior to the applicable date of determination for which Financial Statements are required to be delivered, shall not exceed 5.50 to 1.00; (vii) [reserved]; (viii) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within sixty (60) days of the date of the Redemption Notice if, at the date time of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement, termination or cancellation would have complied with another provision of this Section 7.13; provided that such payment, redemption, repurchase, retirement, termination or cancellation shall reduce capacity under such other provision; (ix) unlimited Junior Debt Payments so long as immediately after giving Pro Forma Effect to any such Junior Debt Payment and or would result therefrom, (d) the Borrower or any related transactions to be consummated in connection therewith and all other customary pro forma events and adjustments and subject to Section 1.3 in the case of any such Restricted Subsidiary may make Junior Debt Payment made in connection Payments with a Limited Condition Transactionthe portion, if any, of the Cumulative Available Amount that the Borrower elects to apply to this Section 7.14(d); provided, that, (i) no Event of Default shall have occurred and be continuing at the time of such Junior Debt Payment or would result therefrom, and (ii) the Total Net Leverage Ratio, when calculated on Borrower shall have delivered to the Administrative Agent a Pro Forma Basis Compliance Certificate demonstrating that, upon giving Pro Forma Effect to such Junior Debt Payment, (x) the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as of the last day of the most recent Measurement Period recently ended prior to the applicable date of determination fiscal quarter for which Financial Statements are the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or Section 6.01(b), and (y) the Consolidated Total Net Adjusted Leverage Ratio shall be delivered, shall not exceed 5.00 less than 3.50 to 1.00; 1.00 and (xe) [reserved]; (xi) the Borrower or any Restricted Subsidiary may make any other Junior Debt Payments in connection with an incurrence of Refinancing Debt in respect thereof under Payment not otherwise permitted by this Section 7.3(xxv); and (xii) Junior Debt Payments 7.14 in an aggregate principal amount not to exceed exceed, during the term of this Agreement, the greater of (xi) $35,000,000 45,000,000 and (yii) 20% fifty percent (50%) of TTM Consolidated EBITDA, plus any available amounts under EBITDA for the most recently ended Measurement Period for which financial statements have been delivered pursuant to Section 7.14(o6.01(a) which the Borrower has reallocated for use under this clause (xiior 6.01(b).