Common use of Prepayments, Etc Clause in Contracts

Prepayments, Etc. of Indebtedness. Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the greater of (x) $35,000,000 and (y) 1.00% of Total Assets as of the end of the Test Period last ended, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) and (iv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof.

Prepayments, Etc. of Indebtedness. Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the greater of (x) $35,000,000 and (y) 1.00% of Total Assets as of the end of the Test Period last ended25,000,000, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries Parties shall be in Pro Forma Compliance with the covenants covenant set forth in Section 7.10 (whether or not such covenant is then in effect) and a Total Leverage Ratio of not greater than 4.75 to 1.0 as of the end of the Test Period then last ended, in each case, after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) and (iv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof.),

Prepayments, Etc. of Indebtedness. Voluntarily prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Junior Financing manner, or make any payment in violation of any subordination terms of of, any Junior Financing DocumentationIndebtedness (it being understood that regularly scheduled payments shall be permitted), except (ia) the refinancing thereof with proceeds of Refinancing Indebtedness, (b) the conversion of Junior Indebtedness into Equity Interests, (c) prepayments of Junior Indebtedness but only so long as no Default shall have occurred and be continuing or would result therefrom and in an amount that does not exceed the sum of (x) $75,000,000 (minus Investments pursuant to clause (x) of Section 7.03(o) and Restricted Payments pursuant to clause (x) of Section 7.06(g), in each case prior to or on the date of determination) and (y) the Available Amount, so long as before and after giving effect to such prepayment pursuant to this clause (y), the Borrower is in compliance with the Incurrence Test and (d) so long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the greater of (x) $35,000,000 and (y) 1.00% of Total Assets as prepayments of the end of the Test Period last ended, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) and (iv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof2015 Notes.

Prepayments, Etc. of Indebtedness. Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest and any AHYDO Payment shall be permitted) any Junior Additional Financing or make any payment in violation of any subordination terms of any Junior Additional Financing Documentation, except (i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the greater of (x) $35,000,000 8,625,000 and (y) 1.001.725% of Total Assets as of the end of the Test Period last ended, ended plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) )), and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Additional Financing under this Section 7.13 made with in reliance on the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Junior Additional Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) or any direct or indirect parent thereof and (iv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof.

Prepayments, Etc. of Indebtedness. Voluntarily prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal principal, interest and interest mandatory prepayments shall be permitted) any Indebtedness for borrowed money of a Loan Party that is subordinated to the Obligations expressly by its terms (other than Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing or make any payment in violation of any subordination terms of any Junior Financing DocumentationFinancing”), except (i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the greater of refinancing thereof with any Indebtedness (x) $35,000,000 and (y) 1.00% of Total Assets as of the end of the Test Period last ended, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making extent such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionIndebtedness constitutes a Permitted Refinancing), (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion or exchange of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) of Parent or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted 143 Subsidiary and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(n) the sum of (x) $10,000,000, plus (y) if the Total Net Leverage Ratio is less than or equal to 4.00:1.00 on a Pro Forma Basis, the Available Amount that is Not Otherwise Applied at such time; provided that with respect to intercompany subordinated indebtednessany payment made pursuant to clause (y) above, to no Default has occurred and is continuing or would result therefrom and the extent consistent with the subordination terms thereofPayment Conditions is satisfied.

Prepayments, Etc. of Indebtedness. Voluntarily prepay(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal interest and interest any mandatory payment of applicable high yield discount shall be permitted) the Senior Subordinated Notes, any Permitted Subordinated Indebtedness, any Permitted Holdco Debt or any other subordinated Indebtedness (collectively, “Junior Financing Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (x) for an aggregate purchase price, or price not in an aggregate prepayment amount, not to exceed the greater of (x) $35,000,000 and (y) 1.00% of Total Assets as excess of the end of the Test Period last ended, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Growth Amount as in effect immediately prior to the time of making such purchase prepayment, redemption or prepayment; provided that, in repurchase or (y) the case refinancing thereof with the Net Cash Proceeds of any prepayment, redemption, purchase, defeasement Permitted Subordinated Indebtedness or other satisfaction of any Junior Financing under this Section 7.13 made with Permitted Holdco Debt (to the Cumulative Amount, extent the Borrower Net Cash Proceeds from such Permitted Holdco Debt do not constitute Designated Holdco Debt Proceeds) and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests), or (b) and (iv) with respect to intercompany subordinated indebtednessamend, modify or change in any manner materially adverse to the extent consistent with interests of the subordination terms thereofAdministrative Agent or the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent.

Prepayments, Etc. of Indebtedness. Voluntarily prepay(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt in an amount that is in excess of $53,000,000 (it being understood that payments of regularly scheduled principal interest, AHYDO payments and interest mandatory prepayments under any such Junior Debt Documents shall not be permitted) any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentationprohibited by this clause), except for (i) so long as no Event the refinancing thereof with the Net Cash Proceeds of Default shall have occurred any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of a Borrower or any of its direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and be continuing or would result therefrom, for an aggregate purchase price, or other payments thereof prior to their scheduled maturity in an aggregate prepayment amount, amount not to exceed (A) the greater of (x) $35,000,000 42,500,000 and (y) 1.0020% of Total Assets as Consolidated EBITDA of the end of Parents, the Borrowers and the Restricted Subsidiaries for the most recently ended Test Period last endedcalculated on a Pro Forma Basis, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Available Equity Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, plus (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iiiC) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) Excluded Contribution Amount and (iv) with respect other prepayments, redemptions, purchases, defeasances and other payments thereof prior to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof.their scheduled maturity so long

Prepayments, Etc. of IndebtednessSubordinated Debt. Voluntarily Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Junior Financing manner, or make any payment in violation of any subordination terms of of, any Junior Financing Documentation, Subordinated Debt except (ia) so long as no Default or Event of Default shall have has occurred and be is continuing or would result therefrom, for an the Borrower may repurchase or redeem up to $50,000,000 in the aggregate purchase priceof Subordinated Notes or Permitted Junior Indebtedness; (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may repurchase or redeem Subordinated Notes or Permitted Junior Indebtedness in an aggregate prepayment amount, amount not to exceed the greater net cash proceeds of (x) $35,000,000 an issuance of Equity Interests by Holdings; provided that any such repurchase or redemption shall be made within 60 days of the receipt of such net cash proceeds and (yc) 1.00% any Surviving Debt or Subordinated Notes or Permitted Junior Indebtedness may be repaid using the Net Cash Proceeds of Total Assets as any Indebtedness permitted to be incurred in connection with the refinancing of the end of the Test Period last ended, plus (Asuch Indebtedness pursuant to Section 7.02(h) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided thator, in the case of any prepaymentSubordinated Notes or Permitted Junior Indebtedness, redemption, purchase, defeasement exchanged for other notes or other satisfaction debt securities meeting the requirements of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions7.02(h), (iii) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) and (iv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof.

Prepayments, Etc. of Indebtedness. Voluntarily prepay(dc) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled principal interest, AHYDO payments and interest mandatory prepayments under any such Subordinated Debt Documents shall not be permitted) any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentationprohibited by this clause), except for (i) so long as the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any of 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) the greater of (x) $500,000,000 and (y) 20.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period plus (B) the Available Amount (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, for an aggregate purchase priceredemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or in an aggregate prepayment amountother payments, not to exceed the greater of (x) $35,000,000 no Default or Event of Default has occurred and is continuing and (y) 1.00% the Total Leverage Ratio of Total Assets the Parent Borrower as of the end of the most recently ended Test Period last endedPeriod, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in on a Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such paymentBasis, prepayment, redemption, purchase, defeasance or satisfaction, (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactionswould be no greater than 4.75:1.00), (iii) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) and (iv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof.

Prepayments, Etc. of Indebtedness. Voluntarily prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Junior Financing manner, or make any payment in violation of any subordination terms of, any Indebtedness subordinated in right of any Junior Financing Documentationpayment to the Obligations, except (ia) so long as no Event any Permitted Refinancing of Default shall have occurred and be continuing or would result therefromsuch Indebtedness in compliance with Section 7.02, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the greater of (xb) $35,000,000 and (y) 1.00% of Total Assets as of the end of the Test Period last ended, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal Indebtedness incurred pursuant to the Cumulative Amount as in effect immediately prior proviso to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, clause (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactionsof Section 7.02(j), (iiic) the conversion of such subordinated Indebtedness into, or payment for any Junior Financing to purchase of such subordinated Indebtedness with, Equity Interests of Holdings (other than Disqualified Equity Interests) of the Borrower, (d) prepayments, redemptions, purchases, defeasances or other satisfactions prior to maturity thereof so long as, (i) immediately before and immediately after giving pro forma effect thereto, the Borrower and its Subsidiaries shall have Liquidity of at least $200,000,000 and (ivii) with respect to intercompany subordinated indebtednessno Default has occurred and is continuing and (e) other prepayments, redemptions, purchases, defeasances or other satisfactions prior to the extent consistent with maturity thereof so long as no Default has occurred and is continuing; provided that at the subordination terms thereoftime each such prepayment is made in reliance on this clause (e), the aggregate amount of such prepayment shall not exceed the Available Amount at such time.

Prepayments, Etc. of Indebtedness. Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest and any AHYDO Payment shall be permitted) any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the greater of (x) $35,000,000 7,500,000 and (y) 1.001.5% of Total Assets as of the end of the Test Period last ended, ended plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) )), and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with in reliance on the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) or any direct or indirect parent thereof and (iv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof.

Prepayments, Etc. of Indebtedness. Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the greater of (x) $35,000,000 and (y) 1.00% of Total Assets as of the end of the Test Period last ended25,000,000, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries Parties shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 and a Total Leverage Ratio of not greater than 4.75 to 1.0 as of the end of the Test Period then last ended, in each case, after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (iisatisfaction,(ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) and ), (iv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereofthereof and (v) prepayments, redemptions, purchases, defeasance or other satisfaction of the Permitted Rollover Notes.

Prepayments, Etc. of Indebtedness. Voluntarily prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Junior Financing manner, or make any payment in violation of any subordination terms of, any issuance of any Junior Financing DocumentationIndebtedness with a principal amount greater than $10.0 million, except (ia) so long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate the prepayment amount, not to exceed the greater of (x) $35,000,000 and (y) 1.00% of Total Assets as of the end of the Test Period last ended, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Amount as Secured Obligations in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made accordance with the Cumulative Amountterms of this Agreement, the Borrower (b) regularly scheduled or required repayments or redemptions of Indebtedness and its Restricted Subsidiaries refinancings and refundings of Indebtedness in compliance with Section 6.02(d), (c) if Holdings shall be in compliance on a Pro Forma Compliance Basis with the covenants set forth in Section 7.10 6.11 after giving effect thereto, prepayments, redemptions, purchases, defeasances and other payments in respect of Indebtedness prior to its scheduled maturity in an aggregate amount not to exceed the portion, if any, of the Cumulative Retained Excess Cash Flow Amount at the time of such payment, prepayment, redemption, purchase, defeasance or satisfactionother payment that Holdings elects to make in reliance on this Section 6.15(c) and (d) so long as (i) no Default shall have occurred and be continuing at the time of any such prepayment, redemption, purchase, defeasance or other payment in respect of Indebtedness prior to its scheduled maturity, or would result therefrom and (ii) both immediately prior to and after giving effect (on a Permitted Refinancing thereof (including through exchange offers and similar transactions)Pro Forma Basis) to any such prepayment, (iii) redemption, purchase, defeasance or other payment in respect of Indebtedness prior to its scheduled maturity, the conversion Consolidated Leverage Ratio does not exceed 2.00 to 1.00, any other prepayment, redemption, purchase, defeasance or other payment in respect of any Junior Financing Indebtedness prior to Equity Interests of Holdings (other than Disqualified Equity Interests) and (iv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereofits scheduled maturity.

Prepayments, Etc. of Indebtedness. Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of regularly scheduled principal and interest on the Senior Notes shall be permitted) any Junior Unsecured Financing or make any payment in violation of any subordination terms of any Junior Unsecured Financing Documentation, except (ia) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment 121 amount, not to exceed the greater of (x) $35,000,000 and (y) 1.00% of Total Assets as of the end of the Test Period last ended, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such purchase or prepaymentAvailable Amount; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, ; (iib) a Permitted Refinancing thereof (including through exchange offers and similar transactions), ; (iiic) the conversion of any Junior Unsecured Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) ), and (ivd) solely with respect to intercompany subordinated indebtednessthe Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the extent consistent maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the subordination terms thereofcovenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction.

Prepayments, Etc. of Indebtedness. Voluntarily prepay(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt in an amount that is in excess of $53,000,000 (it being understood that payments of regularly scheduled principal interest, AHYDO payments and interest mandatory prepayments under any such Junior Debt Documents shall not be permitted) any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentationprohibited by this clause), except for (i) so long as no Event the refinancing thereof with the Net Cash Proceeds of Default shall have occurred any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of a Borrower or any of its direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and be continuing or would result therefrom, for an aggregate purchase price, or other payments thereof prior to their scheduled maturity in an aggregate prepayment amount, amount not to exceed (A) the greater of (x) $35,000,000 42,500,000 and (y) 1.0020% of Total Assets as Consolidated EBITDA of the end of Parents, the Borrowers and the Restricted Subsidiaries for the most recently ended Test Period last endedcalculated on a Pro Forma Basis, plus (AB) unused amounts available to make Restricted Payments under Section 7.06(f)(ithe Available Equity Amount plus (C) the Excluded Contribution Amount and (Biv) an amount equal to the Cumulative Amount as in effect immediately 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 making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) and (iv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof.payment. 149

Prepayments, Etc. of Indebtedness. Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest and any AHYDO Payment shall be permitted) any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed (A) the greater of (x) $35,000,000 20,000,000 and (y) 1.004.5% of Total Assets as of the end of the Test Period last ended, plus (AB) unused amounts available to make Restricted Payments under Section 7.06(f)(i7.06(f) and plus (BC) an amount equal to the Cumulative Amount additional amounts, so long as in effect immediately prior to (1) at the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amountpayment, the Borrower and its Restricted Subsidiaries shall be in Total Leverage Ratio does not exceed 2.00:1.00 on a Pro Forma Compliance with the covenants set forth in Section 7.10 Basis and (2) Liquidity after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionother satisfaction is not less than $20,000,000, plus (D) the proceeds of any Permitted Equity Issuance (other than to the extent utilized as a Cure Amount), (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) of Holdings or any direct or indirect parent thereof and (iv) with respect to intercompany subordinated indebtedness, so long as no Default shall have occurred and be continuing or would result therefrom and to the extent consistent with the subordination terms thereof.

Prepayments, Etc. of Subordinated Indebtedness. Voluntarily prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest and AHYDO payments shall be permitted) (A) any subordinated Material Indebtedness Incurred after the Closing Date that is subordinated in right of payment or lien on the Collateral to the Obligations under the Loan Documents, (B) any Permitted Additional Junior Financing Debt to the extent contractually subordinated in right of payment or make lien on the Collateral to the Obligations under the Loan Documents or (C) any Additional Notes that are contractually subordinated in right of payment to the Obligations under the Loan Documents (the Indebtedness described in violation of any subordination terms of any clauses (A) through (C), collectively, “Junior Financing DocumentationFinancing”), except (i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (x) for an aggregate purchase price, or in an aggregate prepayment amount, price not to exceed the greater of (x) $35,000,000 and (y) 1.00% of Total Assets as of the end of the Test Period last ended, 200,000,000 plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Available Amount as in effect immediately prior to the time of the making of such purchase prepayment or prepayment; provided that, in (y) the case refinancing thereof with the Net Cash Proceeds of any prepayment, redemption, purchase, defeasement Permitted Refinancing or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfactionEligible Equity Proceeds that are Not Otherwise Applied, (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Junior Financing to Equity Interests of Holdings Capital Stock (other than Disqualified Equity InterestsCapital Stock), (iii) payments in respect of any intercompany indebtedness and (iv) with respect to intercompany subordinated indebtednessadditional prepayments, to redemptions, purchases, defeasances or satisfaction; provided that after giving Pro Forma Effect thereto, the extent consistent with Total Leverage Ratio shall not exceed 1.75:1.00 on a Pro Forma Basis as of the subordination terms thereoflast day of the most recent Test Period for which financial statements are internally available.