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

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing (it being understood that payments of regularly scheduled interest under the Junior Financing Documents relating to such Junior Financing shall be permitted), except for (i) the Refinancing thereof with Permitted Refinancing Indebtedness, (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings or any Parent Entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed the Available Equity Amount, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity so long as the Payment Conditions have been satisfied at the time of such prepayment, redemption, purchase, defeasances or other payment and (v) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, measured at the time of payment, not to exceed the greater of (x) $7,500,000 and (y) 3.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such prepayment, redemption, purchase, defeasance or other payment is made based upon the Section 6.01 Financials most recently delivered on or prior to such date;

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Junior Financing Subordinated Debt (it being understood that payments of regularly scheduled interest interest, AHYDO payments and mandatory prepayments under the Junior Financing any such Subordinated Debt Documents relating to such Junior Financing shall not be permittedprohibited by this clause), except for (i) the Refinancing refinancing thereof with with, or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing IndebtednessRefinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings or any Parent Entitythe Borrower and payments of cash in lieu of fractional shares, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the Available Equity Amount, aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity so long as the Payment Conditions have been satisfied (provided that, at the time of such prepayment, redemption, purchase, defeasances or other payment and (v) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, measured at the time of payment, not to exceed the greater of (x) $7,500,000 and (y) 3.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date any such prepayment, redemption, purchase, defeasance or other payment payment, (x) no Specified Event of Default has occurred and is made based upon continuing or would result therefrom and (y) the Section 6.01 Financials Total Net Leverage Ratio as of the last day of the most recently delivered on or prior ended Test Period, after giving Pro Forma Effect to such date;prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing Debt (it being understood that payments of regularly scheduled interest interest, AHYDO payments and mandatory prepayments under the Junior Financing Documents relating to any such Junior Financing Debt Documents shall not be permittedprohibited by this clause), except for (i) the Refinancing refinancing thereof with the Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing IndebtednessRefinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings a Borrower or any Parent Entityof its direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $25,000,000 and (y) 20% of Consolidated EBITDA of the Parents, the Borrowers and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Equity AmountAmount (provided that at the time of any such prepayment, redemption, purchase, defeasance or other payment, the Total Leverage Ratio of the Parents, the Administrative Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 5.25:1.00) plus (C) the Excluded Contribution Amount and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity so long as the Payment Conditions calculated on a Pro Forma Basis have been satisfied at the time of such prepayment, redemption, purchase, defeasances or other payment and (v) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, measured at the time of payment, not to exceed the greater of (x) $7,500,000 and (y) 3.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such prepayment, redemption, purchase, defeasance or other payment is made based upon the Section 6.01 Financials most recently delivered on or prior to such date;payment. 139

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing Debt (it being understood that payments of regularly scheduled interest and mandatory prepayments under the Junior Financing Documents relating to such Junior Financing Debt Documents shall be permitted), except for (i) the Refinancing refinancing thereof with the net cash proceeds of any Indebtedness (to the extent such Indebtedness constitutes Permitted Refinancing Indebtedness), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings the Borrower or any Parent Entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed the Available Equity Amount, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity so long as the Payment Conditions have been satisfied at the time of such prepayment, redemption, purchase, defeasances or other payment and (v) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, measured at the time of payment, not to exceed the greater Available Equity Amount, (iv) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, measured at the time of payment, not to exceed the sum of the Available Amount and the Available Equity Amount and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Debt prior to their scheduled maturity so long as (x) $7,500,000 no Event of Default has occurred and is continuing and (y) 3.0% of Consolidated the Borrower is in compliance, on a pro forma basis, with a Total Assets as of the end of the Test Period most recently ended on or prior to the date such prepayment, redemption, purchase, defeasance or other payment is made based upon the Section 6.01 Financials most recently delivered on or prior to such dateLeverage Ratio no greater than 2.50:1.00;

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing Debt (it being understood that payments of regularly scheduled interest and mandatory prepayments under the Junior Financing Documents relating to such Junior Financing Debt Documents shall be permitted), except for (i) the Refinancing refinancing thereof with the net cash proceeds of any Indebtedness (to the extent such Indebtedness constitutes Permitted Refinancing Indebtedness), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings or the Borrower or any Parent Entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed the Available Equity Amount, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity so long as the Payment Conditions have been satisfied at the time of such prepayment, redemption, purchase, defeasances or other payment and (v) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, measured at the time of payment, not to exceed the greater of Available Equity Amount, (iv) so long as (x) $7,500,000 no Event of Default shall have occurred and be continuing or would result therefrom and (y) 3.0% of Consolidated after giving pro forma effect thereto the Total Assets Leverage Ratio (calculated on a pro forma basis) is not greater than 3.75:1.00 as of the end last day of the Test Period most recently ended on or ended, the Borrower may make additional prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, measured at the date such prepaymenttime of payment, redemptionnot to exceed the Available Amount and (v) prepayments, purchaseredemptions, defeasance or purchases, defeasances and other payment is made based upon the Section 6.01 Financials most recently delivered on or payments in respect of Junior Debt prior to such datetheir scheduled maturity so long as (x) no Event of Default has occurred and is continuing and (y) the Borrower is in compliance, on a pro forma basis, with a Total Leverage Ratio no greater than 1:00:1.00;

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing Subordinated Debt (it being understood that payments of regularly scheduled interest interest, AHYDO payments and mandatory prepayments under the Junior Financing any such Subordinated Debt Documents relating to such Junior Financing shall not be permittedprohibited by this clause), except for (i) the Refinancing refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing IndebtednessRefinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings the Parent Borrower or any Parent Entityof its direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, when aggregated with the amount of Restricted Payments made pursuant to Section 7.06(j), not to exceed (A) $500,000,000 plus (B) the Available Equity AmountAmount (provided that, at the time of any such payment, no Event of Default shall have occurred and be continuing or would result therefrom) and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity so long as the Payment Conditions have been satisfied (provided that, at the time of such prepayment, redemption, purchase, defeasances or other payment and (v) prepayments, redemptions, purchases, defeasances and or other payments thereof prior to their scheduled maturity in an aggregate amountpayments, measured at the time of payment, not to exceed the greater of (x) $7,500,000 no Default or Event of Default has occurred and is continuing and (y) 3.0% the Total Leverage Ratio of Consolidated Total Assets the Parent Borrower as of the end of the Test Period most recently ended Test Period, on or prior to the date such prepaymenta Pro Forma Basis, redemption, purchase, defeasance or other payment is made based upon the Section 6.01 Financials most recently delivered on or prior to such date;would be no greater than 4.75:1.00).