Common use of Prepayments of Junior Indebtedness Clause in Contracts

Prepayments of Junior Indebtedness. The Parent will not, and will not permit any of its Subsidiaries to, make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness that is subordinated in right of payment to the Obligations, in each case other than in connection with any refinancings, renewals, or extensions of such Indebtedness but only so long as: (a) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto; (b) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity (measured as of the refinancing, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lender; (c) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender as those that were applicable to the refinanced, renewed, or extended Indebtedness; (d) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended and (e) to the extent the Indebtedness that is refinanced, renewed, or extended is unsecured, the Indebtedness resulting from such refinancing, renewal or extension must be unsecured.

Prepayments of Junior Indebtedness. The Parent will not, and Borrowers will not permit any of its Subsidiaries toprepay, make any principal payment onredeem, or redeempurchase, repurchase, defease or otherwise acquire or retire for value, in each case satisfy prior to the scheduled maturity thereof the principal amount outstanding under the Senior Notes or any scheduled repaymentMaterial Subordinated Indebtedness (collectively, sinking fund payment “Junior Indebtedness”), or maturitymake any prepayment of principal in violation of any subordination terms thereof; except (i) for prepayments, any Indebtedness redemptions, purchases, repurchases, defeasances or other satisfactions of intercompany Indebtedness, (ii) that is subordinated in right of payment to the Obligationsrefinancings, in each case other than in connection with any refinancingsrefundings, renewals, extensions or extensions exchanges of any Junior Indebtedness to the extent permitted by Section 6.01 (including intercompany Indebtedness) shall be permitted, (iii) for conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness but only so long as: (a) such refinancings, renewalsinto, or extensions do not result for, Equity Interests of Parent, (iv) that AHYDO Catch-Up Payments shall be permitted, (v) for prepayments, redemptions, purchases, repurchases, defeasances or other satisfactions made with (A) any capital contributions made in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, cash by any Person other than by a Restricted Subsidiary to Parent after the amount Effective Date, and (B) any net cash proceeds of premiums paid thereon and any issuance of Equity Interests after the fees and expenses incurred in connection therewith and by the amount Effective Date of unfunded commitments with respect thereto; (b) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity (measured as of the refinancing, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lender; (c) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender as those that were applicable to the refinanced, renewed, or extended Indebtedness; (d) the Indebtedness that is refinanced, renewed, or extended is not recourse Parent to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanceda Restricted Subsidiary, renewed, or extended and (e) to the extent such proceeds and contributions are applied in compliance with the applicable “equity clawback” provisions set forth in the documents governing such Junior Indebtedness, (vi) for prepayments, redemptions, purchases, repurchases, defeasances or other satisfactions of such Indebtedness within sixty (60) days of the date of the Redemption Notice (as defined below) if, at the date of any prepayment, redemption, purchase, repurchase, defeasance or other satisfaction notice provided in respect thereof (the “Redemption Notice”), such prepayment, redemption, purchase, repurchase, defeasance or other satisfaction would have complied with another provision of this Section 6.12; and (vii) that is refinancedprepayments, renewedredemptions, purchases, repurchases, defeasances or extended is unsecuredother satisfactions may be made if (i) no Event of Default shall have occurred and be continuing or would result therefrom, and (ii) the Indebtedness resulting from Senior Secured Net Debt to EBITDA Ratio (after giving effect to such refinancingprepayment, renewal redemption, purchase, repurchase, defeasance or extension must be unsecuredother satisfaction, calculated on a pro forma basis) does not exceed 3.50 to 1.00, calculated for the four (4) fiscal quarter period ending on the last day of the most recently ended quarter for which financial statements of Parent have been delivered to Administrative Agent pursuant to Section 5.01(a) or (b).

Prepayments of Junior Indebtedness. The Parent will notAt any time prior to the occurrence of an Investment Grade Event, and will not permit any of its Subsidiaries toPprepay, make any principal payment on, or redeem, repurchasepurchase, defease or otherwise acquire satisfy (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Junior Indebtedness or retire for valuemake any payment in violation of any subordination terms of any documentation governing any Junior Indebtedness and the Obligations, except (a) the refinancing thereof with the net cash proceeds of, or in each case prior to any scheduled repayment, sinking fund payment or maturityexchange for, any Indebtedness that is subordinated in right of payment (to the Obligations, in each case other than in connection with any refinancings, renewals, or extensions of extent such Indebtedness but only so long as: (a) such refinancingsconstitutes Permitted Refinancing Indebtedness thereof), renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto; (b) such refinancings, renewalsthe conversion of any Junior Indebtedness to, or extensions do not result in a shortening the exchange of any Junior Indebtedness for, Qualified Capital Stock of the average weighted maturity (measured as Borrower or any of the refinancingits direct or indirect parents, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lender; (c) if the prepayment of Junior Indebtedness that is refinanced, renewed, of the Borrower or extended was subordinated in right any of payment its Restricted Subsidiaries to the Obligations, then Borrower or any of its Restricted Subsidiaries to the extent not prohibited by the terms and conditions of the refinancingthereof, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender as those that were applicable to the refinanced, renewed, or extended Indebtedness; (d) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Indebtedness prior to their scheduled maturity in an amount not to exceed the Indebtedness that Available Basket Amount at the time thereof, so long as no Event of Default has occurred and is refinancedcontinuing, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended and (e) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Indebtedness prior to their scheduled maturity in an aggregate amount not to exceed the extent positive difference, if any, between (i) the Indebtedness that is refinancedgreater of (x) $150,000,000 and (y) 20% of LTM EBITDA and (ii) the aggregate amount of Restricted Payments made pursuant to Section 6.06(d) since the Effective Date; provided, renewedthat, immediately before and immediately after giving pro forma effect to any such prepayment, redemption, purchase, defeasance or other payment, no Event of Default shall have occurred and be continuing and (f) prepayments, redemptions, purchases, defeasances or other payments of, or extended with respect to, Junior Indebtedness, so long as at the time thereof (i) the First Lien Net Leverage Ratio does not exceed 3.25:1.00 on a Pro Forma Basis and (ii) immediately before and immediately after giving pro forma effect thereto no Event of Default has occurred and is unsecured, the Indebtedness resulting from such refinancing, renewal or extension must be unsecured.continuing. 122

Prepayments of Junior Indebtedness. The Parent will notPrepay, and will not permit any of its Subsidiaries to, make any principal payment on, or redeem, repurchasepurchase, defease or otherwise acquire satisfy (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Junior Indebtedness or retire for valuemake any payment in violation of any subordination terms of any documentation governing any Junior Indebtedness and the Obligations, except (a) the refinancing thereof with the net cash proceeds of, or in each case prior to any scheduled repayment, sinking fund payment or maturityexchange for, any Indebtedness that is subordinated in right of payment (to the Obligations, in each case other than in connection with any refinancings, renewals, or extensions of extent such Indebtedness but only so long as: (a) such refinancingsconstitutes Permitted Refinancing Indebtedness thereof), renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto; (b) such refinancings, renewalsthe conversion of any Junior Indebtedness to, or extensions do not result in a shortening the exchange of any Junior Indebtedness for, Qualified Capital Stock of the average weighted maturity (measured as Borrower or any of the refinancingits direct or indirect parents, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lender; (c) if the prepayment of Junior Indebtedness that is refinanced, renewed, of the Borrower or extended was subordinated in right any of payment its Restricted Subsidiaries to the Obligations, then Borrower or any of its Restricted Subsidiaries to the extent not prohibited by the terms and conditions of the refinancingthereof, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender as those that were applicable to the refinanced, renewed, or extended Indebtedness; (d) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Indebtedness prior to their scheduled maturity in an amount not to exceed the Indebtedness that Available Basket Amount at the time thereof, so long as no Event of Default has occurred and is refinancedcontinuing, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended and (e) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Indebtedness prior to their scheduled maturity in an aggregate amount not to exceed the extent positive difference, if any, between (i) the Indebtedness that is refinancedgreater of (x) $150,000,000 and (y) 20% of LTM EBITDA and (ii) the aggregate amount of Restricted Payments made pursuant to Section 6.06(d) since the Effective Date; provided, renewedthat, immediately before and immediately after giving pro forma effect to any such prepayment, redemption, purchase, defeasance or other payment, no Event of Default shall have occurred and be continuing and (f) prepayments, redemptions, purchases, defeasances or other payments of, or extended with respect to, Junior Indebtedness, so long as at the time thereof (i) the First Lien Net Leverage Ratio does not exceed 3.25:1.00 on a Pro Forma Basis and (ii) immediately before and immediately after giving pro forma effect thereto no Event of Default has occurred and is unsecured, the Indebtedness resulting from such refinancing, renewal or extension must be unsecuredcontinuing.