Common use of Permitted Refinancing Indebtedness Clause in Contracts

Permitted Refinancing Indebtedness. (a) Notwithstanding anything in Clause 7.2 (Payment of Secured Permitted Refinancing Liabilities) of the Intercreditor Agreement, where any Obligor makes any voluntary payment, repayment or prepayment in the nature of principal on all or any part of any Permitted Refinancing Indebtedness (a “Permitted Refinancing Indebtedness Voluntary Prepayment”), the Borrower shall (and shall ensure that each other member of the Borrower Group will), on or about the same date, prepay the Facility A Loans in accordance with Clause 8.9 (Voluntary prepayment of Facility A Loans) by an amount representing a fraction of all Facility A Loans where: (i) the numerator of such fraction is the amount the Permitted Refinancing Indebtedness Voluntary Prepayment; and (ii) the denominator of such fraction is the aggregate principal amount of all Permitted Refinancing Indebtedness immediately prior to the Permitted Refinancing Indebtedness Voluntary Prepayment. (b) Paragraph (a) above does not apply where: (i) no Event of Default has occurred and is continuing; and (ii) on the date of the Permitted Refinancing Indebtedness Voluntary Prepayment: (A) the Debt (but without taking into account the effect that Permitted Refinancing Indebtedness Voluntary Prepayment) as of the last Relevant Date falling on or before the date of the Permitted Refinancing Indebtedness Voluntary Prepayment; to: (B) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (A) above, is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratio.

Permitted Refinancing Indebtedness. (a) Notwithstanding anything in Clause 7.2 (Payment of Secured Permitted Refinancing Liabilities) of the Intercreditor Agreement, where any Obligor makes any voluntary payment, repayment or prepayment in the nature of principal on all or any part of any Permitted Refinancing Indebtedness (a “Permitted Refinancing Indebtedness Voluntary Prepayment”), the Borrower shall (and shall ensure that each other member of the Borrower Group will), on or about the same date, prepay the Facility A Loans in accordance with Clause 8.9 (Voluntary prepayment of Facility A Loans) by an amount representing a fraction of all Facility A Loans where: (i) the numerator of such fraction is the amount of the Permitted Refinancing Indebtedness Voluntary Prepayment; and (ii) the denominator of such fraction is the aggregate principal amount of all Permitted Refinancing Indebtedness immediately prior to the Permitted Refinancing Indebtedness Voluntary Prepayment. (b) Paragraph (a) above does not apply where: (i) no Event of Default has occurred and is continuing; and and (ii) on the date of the Permitted Refinancing Indebtedness Voluntary Prepayment: (A) the Debt (but without taking into account the effect of that Permitted Refinancing Indebtedness Voluntary Prepayment) as of the last Relevant Date falling on or before the date of the Permitted Refinancing Indebtedness Voluntary Prepayment; to: (B) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (A) above, is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratio.

Permitted Refinancing Indebtedness. (a) Notwithstanding anything in Clause 7.2 (Payment of Secured Permitted Refinancing Liabilities) of In connection with the Intercreditor Agreement, where any Obligor makes any voluntary payment, repayment proposed issuance or prepayment in the nature of principal on all or any part incurrence of any Permitted Refinancing Indebtedness (a “Indebtedness, the Company shall within ten Business Days after the date notice is given to the holders of the applicable Existing Notes, give written notice of such Permitted Refinancing Indebtedness Voluntary Prepayment”)to the Agent and the Lenders, the Borrower which notice shall (and shall ensure that each other member of the Borrower Group will), on or about the same date, prepay the Facility A Loans in accordance with Clause 8.9 (Voluntary prepayment of Facility A Loans) by an amount representing a fraction of all Facility A Loans where: specify (i) the numerator terms and conditions of such fraction is Permitted Refinancing Indebtedness, including, without limitation, the maximum aggregate principal amount of such proposed Permitted Refinancing Indebtedness proposed to be issued or incurred assuming all lenders under the Senior Credit Facility and all Lenders hereunder elect to receive the maximum amount of Permitted Refinancing Indebtedness to which they would be entitled pursuant to clause (b), (ii) the maturity thereof, any scheduled amortization in respect thereof, the interest rate in respect thereof and the collateral (if any) securing such Permitted Refinancing Indebtedness, (iii) the series of Existing Notes proposed to be refinanced, refunded, exchanged or replaced by such Permitted Refinancing Indebtedness, (iv) the Aggregate Requested Refinanced Indebtedness Amount (as defined below), (v) the amount of cash, if any, being offered to the holders of the applicable Existing Notes in connection with such refinancing, refunding, exchange or replacement and (vi) the principal amount of Existing Notes that is being refinanced, refunded, exchanged or replaced per $100 of such Permitted Refinancing Indebtedness. The Company shall also deliver, together with such written notice, copies of the applicable loan documents, indentures, promissory notes, note purchase agreements, and other similar documents that shall govern the terms and conditions of such Permitted Refinancing Indebtedness as well as a draft of the intercreditor agreement if such Permitted Refinancing Indebtedness is to be secured. (b) On the date the holders of Existing Notes shall be required to respond in respect of the Permitted Refinancing Indebtedness Voluntary Prepayment; and of the applicable Existing Notes (iior, in the event that notice to the Lenders was delivered after delivery of notice to the holders of the Existing Notes, within the same number of Business Days after delivery of notice as the holders under the Existing Notes were required to respond), each Lender may, in its sole discretion, deliver a notice (the “Acceptance Notice”) to the denominator Agent and the Company agreeing to refinance, refund, exchange or replace all or a portion, as applicable, of its Loans with such fraction is Permitted Refinancing Indebtedness on the same terms and conditions as are being offered to the holders of the Existing Notes. Such notice shall specify the principal amount of the Loans that such Lender desires to be refinanced (the “Requested Bridge Loan Amount”), it being understood that the aggregate principal amount of all the Loans that may be refinanced per $100 of Permitted Refinancing Indebtedness immediately prior shall be equal to the aggregate principal amount of the Existing Notes to be refinanced per $100 of Permitted Refinancing Indebtedness Voluntary Prepaymentto be issued in respect of such Existing Notes. (bc) Paragraph Based on the Aggregate Requested Refinanced Indebtedness Amount and taking into account each Lender’s Requested Bridge Loan Amount, the Agent and the Company shall allocate the Refinanced Bridge Loan Amount of each Lender that has delivered an Acceptance Notice. (ad) above does not apply where: For purposes hereof: (i) no Event “Aggregate Requested Refinanced Indebtedness Amount”, in respect of Default has occurred and is continuing; and (ii) on any Permitted Refinancing Indebtedness, shall mean the date sum of the aggregate principal amount of the Existing Notes that the holders of such Existing Notes desire to be refinanced, refunded, exchanged or replaced by such Permitted Refinancing Indebtedness Voluntary Prepayment: (A) plus the Debt (but without taking into account aggregate outstanding principal amount of the effect Indebtedness under the Senior Credit Facility that lenders under the Senior Credit Facility desire to be refinanced by such Permitted Refinancing Indebtedness Voluntary Prepayment) as plus the aggregate outstanding principal amount of the last Relevant Date falling on or before the date of the Loans that Lenders desire to be refinanced by such Permitted Refinancing Indebtedness Voluntary PrepaymentIndebtedness; to: (B) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (A) above, is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratio.and

Permitted Refinancing Indebtedness. With respect to any Indebtedness (a) Notwithstanding anything the “Refinanced Indebtedness”), any Indebtedness issued in Clause 7.2 exchange for, or the net proceeds of which are used to modify, extend, refinance, renew, replace or refund (Payment of Secured collectively to “Refinance” or a “Refinancing” or “Refinanced”), such Refinanced Indebtedness (or previous refinancing thereof constituting Permitted Refinancing LiabilitiesIndebtedness); provided that (A) the principal amount (or accreted value, if applicable) of any such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Intercreditor AgreementRefinanced Indebtedness outstanding immediately prior to such Refinancing except by an amount equal to the unpaid accrued interest and premium thereon plus other reasonable and customary amounts paid and fees and expenses reasonably incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder, where unless any Obligor makes any voluntary paymentamount in excess of such principal amount (“Excess Refinanced Principal Amount”) is used in reduction of the Indebtedness arising under (x) the Specified Interim Term Loan Facility and/or (y) the Loans hereunder, repayment or prepayment in the nature of principal on all or any part of any (B) such Permitted Refinancing Indebtedness (shall have a “Permitted Refinancing Indebtedness Voluntary Prepayment”), final maturity date equal to or later than the Borrower shall (and shall ensure that each other member final maturity date of the Borrower Group will)Refinanced Indebtedness, on (C) if the Refinanced Indebtedness is subordinated in right of payment or about security to the same dateObligations, prepay the Facility A Loans in accordance with Clause 8.9 (Voluntary prepayment of Facility A Loans) by an amount representing a fraction of all Facility A Loans where: (i) the numerator of such fraction is the amount the Permitted Refinancing Indebtedness Voluntary Prepayment; and shall be subordinated to the same extent, and (iiD) no Loan Party that was not an obligor with respect to the denominator of such fraction is the aggregate principal amount of all Permitted Refinancing Refinanced Indebtedness immediately prior to shall be an obligor under the Permitted Refinancing Indebtedness Voluntary PrepaymentIndebtedness. (b) Paragraph (a) above does not apply where: (i) no Event of Default has occurred and is continuing; and (ii) on the date of the Permitted Refinancing Indebtedness Voluntary Prepayment: (A) the Debt (but without taking into account the effect that Permitted Refinancing Indebtedness Voluntary Prepayment) as of the last Relevant Date falling on or before the date of the Permitted Refinancing Indebtedness Voluntary Prepayment; to: (B) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (A) above, is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratio.

Permitted Refinancing Indebtedness. any Debt of an Obligor issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge, or refund other Debt of an Obligor (other than intercompany Indebtedness); provided that: (a) Notwithstanding anything in Clause 7.2 the principal amount (Payment of Secured Permitted Refinancing Liabilitiesor accreted value, if applicable) of the Intercreditor Agreement, where any Obligor makes any voluntary payment, repayment or prepayment in the nature of principal on all or any part of any such Permitted Refinancing Indebtedness does not exceed the principal amount of (a “or accreted value, if applicable), plus accrued interest or premium (including any make-whole premium), if any, on, the Debt so extended, refinanced, renewed, replaced, defeased, discharged, or refunded (plus, upfront fees, original issue discount and the amount of reasonable expenses incurred in connection therewith); (b) such Permitted Refinancing Indebtedness Voluntary Prepayment”)has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Borrower shall (and shall ensure Debt being extended, refinanced, renewed, replaced, defeased, discharged or refunded; provided that each other member of if the Borrower Group will), on or about the same date, prepay the Facility A Loans in accordance with Clause 8.9 (Voluntary prepayment of Facility A Loans) by an amount representing a fraction of all Facility A Loans where: (i) the numerator original maturity date of such fraction Indebtedness is after the amount Revolver Termination Date (as in effect on the date such Permitted Refinancing Indebtedness Voluntary Prepayment; and (ii) the denominator of was incurred), then such fraction is the aggregate principal amount of all Permitted Refinancing Indebtedness immediately prior to shall have a maturity at least 180 days after the Revolver Termination Date (as in effect on the date such Permitted Refinancing Indebtedness Voluntary Prepayment. was incurred); (bc) Paragraph (a) above does not apply where: (i) no Event if the Debt being extended, refinanced, renewed, replaced, defeased, discharged, or refunded is subordinated in right of Default has occurred and is continuing; and (ii) on payment to the date of the Obligations, such Permitted Refinancing Indebtedness Voluntary Prepayment: (A) is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Debt being extended, refinanced, renewed, replaced, defeased, discharged, or refunded; and (but without taking into account d) in the effect that case of Debt of an Obligor, such Permitted Refinancing Indebtedness Voluntary Prepaymentis incurred by such Obligor. Person: any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, Governmental Authority or other entity. Plan: an employee benefit plan (as defined in Section 3(3) of ERISA) maintained for employees of an Obligor or ERISA Affiliate, or to which an Obligor or ERISA Affiliate is required to contribute on behalf of its employees. Platform: as of the last Relevant Date falling on or before the date of the Permitted Refinancing Indebtedness Voluntary Prepayment; to: (B) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described defined in paragraph (A) above, is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratioSection 14.3.3.

Permitted Refinancing Indebtedness. (a) Notwithstanding anything in Clause 7.2 (Payment of Secured Permitted Refinancing Liabilities) of In connection with the Intercreditor Agreement, where any Obligor makes any voluntary payment, repayment proposed issuance or prepayment in the nature of principal on all or any part incurrence of any Permitted Refinancing Indebtedness (a “Indebtedness, the Company shall within ten Business Days after the date notice is given to the holders of the applicable Existing Notes, give written notice of such Permitted Refinancing Indebtedness Voluntary Prepayment”)to the Agent and the Lenders, the Borrower which notice shall (and shall ensure that each other member of the Borrower Group will), on or about the same date, prepay the Facility A Loans in accordance with Clause 8.9 (Voluntary prepayment of Facility A Loans) by an amount representing a fraction of all Facility A Loans where: specify (i) the numerator terms and conditions of such fraction is Permitted Refinancing Indebtedness, including, without limitation, the maximum aggregate principal amount of such proposed Permitted Refinancing Indebtedness proposed to be issued or incurred assuming all lenders under the Bridge Facility and all Lenders hereunder elect to receive the maximum amount of Permitted Refinancing Indebtedness to which they would be entitled pursuant to clause (b), (ii) the maturity thereof, any scheduled amortization in respect thereof, the interest rate in respect thereof and the collateral (if any) securing such Permitted Refinancing Indebtedness, (iii) the series of Existing Notes proposed to be refinanced, refunded, exchanged or replaced by such Permitted Refinancing Indebtedness, (iv) the Aggregate Requested Refinanced Indebtedness Amount (as defined below), (v) the amount of cash, if any, being offered to the holders of the applicable Existing Notes in connection with such refinancing, refunding, exchange or replacement and (vi) the principal amount of Existing Notes that is being refinanced, refunded, exchanged or replaced per $100 of such Permitted Refinancing Indebtedness. The Company shall also deliver, together with such written notice, copies of the applicable loan documents, indentures, promissory notes, note purchase agreements, and other similar documents that shall govern the terms and conditions of such Permitted Refinancing Indebtedness as well as a draft of the intercreditor agreement if such Permitted Refinancing Indebtedness is to be secured. (b) On the date the holders of Existing Notes shall be required to respond in respect of the Permitted Refinancing Indebtedness Voluntary Prepayment; and of the applicable Existing Notes (iior, in the event that notice to the Lenders was delivered after delivery of notice to the holders of the Existing Notes, within the same number of Business Days after delivery of notice as the holders under the Existing Notes were required to respond), each Lender may, in its sole discretion, deliver a notice (the “Acceptance Notice”) to the denominator Agent and the Company agreeing to refinance, refund, exchange or replace all or a portion, as applicable, of its Loans with such fraction is Permitted Refinancing Indebtedness on the same terms and conditions as are being offered to the holders of the Existing Notes. Such notice shall specify the principal amount of the Loans that such Lender desires to be refinanced (the “Requested Loan Amount”), it being understood that the aggregate principal amount of all the Loans that may be refinanced per $100 of Permitted Refinancing Indebtedness immediately prior shall be equal to the aggregate principal amount of the Existing Notes to be refinanced per $100 of Permitted Refinancing Indebtedness Voluntary Prepaymentto be issued in respect of such Existing Notes. (bc) Paragraph Based on the Aggregate Requested Refinanced Indebtedness Amount and taking into account each Lender’s Requested Loan Amount, the Agent and the Company shall allocate the Refinanced Loan Amount of each Lender that has delivered an Acceptance Notice. (ad) above does not apply where: For purposes hereof: (i) no Event “Aggregate Requested Refinanced Indebtedness Amount”, in respect of Default has occurred and is continuing; and (ii) on any Permitted Refinancing Indebtedness, shall mean the date sum of the aggregate principal amount of the Existing Notes that the holders of such Existing Notes desire to be refinanced, refunded, exchanged or replaced by such Permitted Refinancing Indebtedness Voluntary Prepayment: (A) plus the Debt (but without taking into account aggregate outstanding principal amount of the effect Indebtedness under the Bridge Facility that lenders under the Bridge Facility desire to be refinanced by such Permitted Refinancing Indebtedness Voluntary Prepayment) as plus the aggregate outstanding principal amount of the last Relevant Date falling on or before the date of the Loans that Lenders desire to be refinanced by such Permitted Refinancing Indebtedness Voluntary PrepaymentIndebtedness; to: (B) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (A) above, is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratio.and

Permitted Refinancing Indebtedness. Trade Payables; Indebtedness represented by this Note and the Guarantees; Permitted Acquired Indebtedness; and Indebtedness comprising intercompany Indebtedness (aincluding for such purposes Trade Payables) Notwithstanding anything between the Group Companies that is unsecured and subject to the Subordination Agreements, provided that any subsequent issuance or transfer of Equity Interests that results in Clause 7.2 (Payment such Indebtedness being held by a Person other than a Group Company or any sale or transfer of Secured Permitted Refinancing Liabilities) such Indebtedness to a Person that is not a Group Company shall be deemed, in each case, to constitute an Incurrence of Indebtedness by that Group Company as of the Intercreditor Agreementdate of such issuance, where any Obligor makes any voluntary paymentsale or other transfer that is not permitted under this paragraph (vi). For purposes of determining compliance with this Section 4.10, repayment or prepayment in the nature event that an item of Indebtedness meets the criteria of more than one of the types of Permitted Indebtedness described in the above clauses, the Issuer, in its sole discretion, shall classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses and shall not be required to double count such Indebtedness. As soon as practicable and in any event within 15 days after the drawdown of any principal amounts under Note Refinancing Indebtedness, the Issuer or the applicable Group Company shall apply an amount equal to such drawdown amount to the redemption of principal on all or any part amounts outstanding under this Note, plus accrued but unpaid interest thereon, to the date of any Permitted Refinancing Indebtedness (a “Permitted Refinancing Indebtedness Voluntary Prepayment”), the Borrower shall (and shall ensure that each other member of the Borrower Group will), on or about the same date, prepay the Facility A Loans redemption in accordance with Clause 8.9 (Voluntary prepayment the procedures set out in Article III of Facility A Loans) by an amount representing a fraction of all Facility A Loans where: (i) the numerator of such fraction is the amount the Permitted Refinancing Indebtedness Voluntary Prepayment; and (ii) the denominator of such fraction is the aggregate this Note. The principal amount of all Permitted Refinancing any Indebtedness immediately prior incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the foreign currency exchange rate applicable to the Permitted Refinancing currencies in which such respective Indebtedness Voluntary Prepayment. (b) Paragraph (a) above does not apply where: (i) no Event of Default has occurred and is continuing; and (ii) denominated that is in effect on the date of such refinancing. Neither the Permitted Refinancing Issuer nor any Guarantor will incur any Indebtedness Voluntary Prepayment: (A) that pursuant to its terms is subordinate or junior in right of payment to any Indebtedness unless such Indebtedness is subordinated in right of payment to this Note or the Debt (but without taking into account the effect that Permitted Refinancing Indebtedness Voluntary Prepayment) as of the last Relevant Date falling on or before the date of the Permitted Refinancing Indebtedness Voluntary Prepayment; to: (B) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (A) above, is less than or equal to 3.50 to 1relevant Guarantee, as evidenced by a Compliance Certificate delivered applicable, to the Agent on same extent; provided that Indebtedness will not be considered subordinate or before the date junior in right of such incurrence, setting out (in reasonable detail) computations as payment to compliance any other Indebtedness solely by virtue of being unsecured or secured to a greater or lesser extent or with the above ratiogreater or lower priority.