Common use of Prepayments, Amendments, Etc. of Indebtedness Clause in Contracts

Prepayments, Amendments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease, cancel or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is unsecured or junior to the Facilities in right of payment or security, except, (i) regularly scheduled or required repayments or redemptions of Indebtedness listed on part (b) of Schedule 7.02(h), (ii) any prepayment of Indebtedness owing to the Borrowers or any Restricted Subsidiary of the Borrowers permitted hereunder, (iii) any prepayment of Indebtedness permitted under Section 7.02(f) or assumed Indebtedness permitted under Section 7.02(k) subsequent to a Permitted Acquisition or an IP Acquisition permitted hereunder; provided that no Event of Default shall have occurred and be continuing at the time of any such prepayment or would result therefrom, (iv) any prepayment, redemption, purchase, defeasance, cancellation or other satisfaction of any Indebtedness made with the proceeds of Permitted Refinancing Indebtedness, (v) any prepayment of any such Indebtedness using the Cumulative Amount provided no Event of Default has occurred and is continuing at the time of such prepayment, and to the extent such prepayment of any such Indebtedness is made using amounts under clause (b) of the definition of Cumulative Amount, on a Pro Forma Basis after giving effect to such prepayment of any such Indebtedness as if such prepayment of any such Indebtedness (together with any related issuance or incurrence of Indebtedness) had been made on the first day of the applicable period, the maximum Consolidated Net Leverage Ratio for the most recent test period shall not be greater than 7.00:1.00, (vi) so long as no Event of Default is continuing, making any prepayment, redemption, purchases, defeasance or other satisfaction of Indebtedness in an amount not to exceed the greater of $8,750,000 and 13.5% of Consolidated EBITDA per year, (vii) any prepayment, redemption, purchase, defeasance, cancellation or other satisfaction of any Indebtedness to the extent cashless and made in the form of (A) substitute Permitted Refinancing Indebtedness of such Indebtedness or (B) unless such Indebtedness is owed to a Loan Party by a Restricted Subsidiary that is not a Loan Party, forgiveness of such Indebtedness, (viii) so long as no Event of Default is continuing and the Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such prepayment, redemption, purchase, defeasance,

Prepayments, Amendments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defeaserepurchase, cancel exchange, 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 that is unsecured or junior For Borrowed Money (other than intercompany Indebtedness owed to the Facilities in right Company or any Subsidiary of payment or securitythe Company), except, except (i) regularly scheduled or required repayments or redemptions of Surviving Indebtedness listed on part and (ii) the prepayment or repayment of the loans under the Bridge Facility and the Loans, or (b) amend, modify or change in any manner any term or condition of Schedule 7.02(h), (ii) any prepayment Indebtedness or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Indebtedness owing payable to the Borrowers or any Restricted Subsidiary of the Borrowers permitted hereunder, (iii) any prepayment of Indebtedness permitted under Section 7.02(f) or assumed Indebtedness permitted under Section 7.02(k) subsequent to a Permitted Acquisition or an IP Acquisition permitted hereunderCompany; provided that so long as no Event of Default shall have occurred and be continuing at the time of any such prepayment or would result therefromcontinuing, (ivA) if the Liquidity Condition is satisfied immediately prior to any prepayment, redemption, purchase, defeasance, cancellation or other satisfaction of any Indebtedness made with the proceeds of Permitted Refinancing Indebtedness, (v) any prepayment of any such Indebtedness using the Cumulative Amount provided no Event of Default has occurred and is continuing at the time of such prepayment, and redemption or purchase, the Company may use up to $150,000,000 in the aggregate (the “Notes Cash Basket”) to prepay, redeem or purchase the Existing Notes prior to the scheduled maturity thereof, (B) the Company may prepay, redeem or purchase the Existing Notes prior to the scheduled maturity thereof to the extent such prepayment of any such Indebtedness is made using amounts under clause (b) of the definition of Cumulative Amount, on a Pro Forma Basis after giving effect to such prepayment of any such Indebtedness as if such prepayment of any such Indebtedness (together with any related issuance or incurrence of Indebtedness) had been made on the first day of the applicable period, the maximum Consolidated Net Leverage Ratio for the most recent test period shall not be greater than 7.00:1.00, (vi) so long as no Event of Default is continuing, making any prepayment, redemption, purchases, defeasance or other satisfaction of Indebtedness in an amount not to exceed the greater of $8,750,000 and 13.5% of Consolidated EBITDA per year, (vii) any prepayment, redemption, purchase, defeasance, cancellation or other satisfaction of any Indebtedness to the extent cashless and made in the form of (A) substitute Permitted Refinancing Indebtedness of such Indebtedness or (B) unless such Indebtedness is owed to a Loan Party by a Restricted Subsidiary that is not a Loan Party, forgiveness of such Indebtedness, (viii) so long as no Event of Default is continuing and the Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such prepayment, redemption, purchase, defeasance,redemption or purchase constitutes a Permitted Notes Refinancing and (C) the Company may redeem or purchase Indebtedness hereunder pursuant to subsection 2.27 and under the Bridge Facility pursuant to subsection 2.19 thereof.

Prepayments, Amendments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defeaserepurchase, cancel exchange, 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 that is unsecured or junior For Borrowed Money (other than intercompany Indebtedness owed to the Facilities in right Company or any Subsidiary of payment or securitythe Company), except, except (i) regularly scheduled or required repayments or redemptions of Surviving Indebtedness listed on part and (ii) the prepayment or repayment of the loans under the Senior Credit Facility and the Loans, or (b) amend, modify or change in any manner any term or condition of Schedule 7.02(h), (ii) any prepayment Indebtedness or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Indebtedness owing payable to the Borrowers or any Restricted Subsidiary of the Borrowers permitted hereunder, (iii) any prepayment of Indebtedness permitted under Section 7.02(f) or assumed Indebtedness permitted under Section 7.02(k) subsequent to a Permitted Acquisition or an IP Acquisition permitted hereunderCompany; provided that so long as no Event of Default shall have occurred and be continuing at the time of any such prepayment or would result therefromcontinuing, (ivA) if the Liquidity Condition is satisfied immediately prior to any prepayment, redemption, purchase, defeasance, cancellation or other satisfaction of any Indebtedness made with the proceeds of Permitted Refinancing Indebtedness, (v) any prepayment of any such Indebtedness using the Cumulative Amount provided no Event of Default has occurred and is continuing at the time of such prepayment, and redemption or purchase, the Company may use up to $150,000,000 in the aggregate (the “Notes Cash Basket”) to prepay, redeem or purchase the Existing Notes prior to the scheduled maturity thereof, (B) the Company may prepay, redeem or purchase the Existing Notes prior to the scheduled maturity thereof to the extent such prepayment of any such Indebtedness is made using amounts under clause (b) of the definition of Cumulative Amount, on a Pro Forma Basis after giving effect to such prepayment of any such Indebtedness as if such prepayment of any such Indebtedness (together with any related issuance or incurrence of Indebtedness) had been made on the first day of the applicable period, the maximum Consolidated Net Leverage Ratio for the most recent test period shall not be greater than 7.00:1.00, (vi) so long as no Event of Default is continuing, making any prepayment, redemption, purchases, defeasance or other satisfaction of Indebtedness in an amount not to exceed the greater of $8,750,000 and 13.5% of Consolidated EBITDA per year, (vii) any prepayment, redemption, purchase, defeasance, cancellation or other satisfaction of any Indebtedness to the extent cashless and made in the form of (A) substitute Permitted Refinancing Indebtedness of such Indebtedness or (B) unless such Indebtedness is owed to a Loan Party by a Restricted Subsidiary that is not a Loan Party, forgiveness of such Indebtedness, (viii) so long as no Event of Default is continuing and the Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such prepayment, redemption, purchase, defeasance,redemption or purchase constitutes a Permitted Notes Refinancing and (C) the Company may redeem or purchase Indebtedness under the Senior Credit Facility pursuant to Section 2.27 thereof and hereunder pursuant to Section 2.19.

Prepayments, Amendments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease, cancel or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is unsecured or junior to the Facilities in right of payment or security, except, (i) regularly scheduled or required repayments or redemptions of Indebtedness listed on part (b) of Schedule 7.02(h), (ii) any prepayment of Indebtedness owing to the Borrowers or any Restricted Subsidiary of the Borrowers permitted hereunder, (iii) any prepayment of Indebtedness permitted under Section 7.02(f) or assumed Indebtedness permitted under Section 7.02(k) subsequent to a Permitted Acquisition or an IP Acquisition permitted hereunder; provided that no Event of Default shall have occurred and be continuing at the time of any such prepayment or would result therefrom, (iv) any prepayment, redemption, purchase, defeasance, cancellation or other satisfaction of any Indebtedness made with the proceeds of Permitted Refinancing Indebtedness, (v) any prepayment of any such Indebtedness using the Cumulative Amount provided no Event of Default has occurred and is continuing at the time of such prepayment, and to the extent such prepayment of any such Indebtedness is made using amounts under clause (b) of the definition of Cumulative Amount, on a Pro Forma Basis after giving effect to such prepayment of any such Indebtedness as if such prepayment of any such Indebtedness (together with any related issuance or incurrence of Indebtedness) had been made on the first day of the applicable period, the maximum Consolidated Net Leverage Ratio for the most recent test period shall not be greater than 7.00:1.007.25:1.00, (vi) so long as no Event of Default is continuing, making any prepayment, redemption, purchases, defeasance or other satisfaction of Indebtedness in an amount not to exceed the greater of $8,750,000 10,500,000 and 13.516.2% of Consolidated EBITDA per year, (vii) any prepayment, redemption, purchase, defeasance, cancellation or other satisfaction of any Indebtedness to the extent cashless and made in the form of (A) substitute Permitted Refinancing Indebtedness of such Indebtedness or (B) unless such Indebtedness is owed to a Loan Party by a Restricted Subsidiary that is not a Loan Party, forgiveness of such Indebtedness, (viii) so long as no Event of Default is continuing and the Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such prepayment, redemption, purchase, defeasance,, cancellation or other satisfaction as if such prepayment, redemption, purchase, defeasance, cancellation or other satisfaction had occurred on the first day of the applicable period, shall not be greater than 6.00:1.00, making prepayments, redemptions, purchases, defeasances, cancellations or other satisfaction of Indebtedness, (ix) [reserved] or (x) any AHYDO prepayment in connection with unsecured Indebtedness permitted under Section 7.02(f), or (b) amend, modify, waive, supplement or change in any manner that is material and adverse to the interests of the Lenders any term or condition of (i) any such Indebtedness listed on part (b) of Schedule 7.02(h), (ii) Credit Agreement Refinancing Indebtedness, (iii) any Indebtedness for borrowed money that is unsecured or subordinated in right of payment or security to the Obligations or (iv) the First Lien Loan Documents in a manner prohibited by the Intercreditor Agreement (or, in each case, any documentation governing any Permitted Refinancing Indebtedness in respect thereof).