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 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.