Common use of Prepayments of Other Indebtedness Clause in Contracts

Prepayments of Other Indebtedness. (a) None of the Credit Parties or their Subsidiaries will amend or modify any of the terms of any Permitted Junior Indebtedness of any Credit Party or any Subsidiary if such amendment or modification would add or change any terms in a manner adverse to any Credit Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto. (b) Except with respect to the initial incurrence of any Refinancing Indebtedness or Permitted Refinancing Indebtedness, none of the Credit Parties or their Subsidiaries will make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Permitted Junior Indebtedness (each, a “Junior Indebtedness Payment”) except for (i) provided no Default or Event of Default then exists or would be caused thereby, Junior Indebtedness Payments in an amount of up to (A) when taken together with all Restricted Payments made under Section 8.6(b) in the same year, $75,000,000 annually, if the Consolidated Total Leverage Ratio for the four (4) quarter period most recently ended is less than 2.75 to 1.0 or (B) when taken together with all Restricted Payments made under Section 8.6(b) in the same year, $50,000,000 annually, if the Consolidated Total Leverage Ratio for the four (4) quarter period most recently ended is greater than or equal to 2.75 to 1.0 and (ii) in the case of the giving of notice with respect to any such voluntary prepayment, redemption, acquisition for value, refund, refinance or exchange, any such notice given in connection with the repayment in full of all Obligations and the termination of the Commitments.

Prepayments of Other Indebtedness. (a) None of So long as any Term Loans remain outstanding, the Credit Parties or their Subsidiaries Borrower will amend or modify not, and will not permit any of the terms Restricted Subsidiaries to, directly or indirectly, voluntarily or optionally prepay, repurchase, redeem or otherwise optionally or voluntarily satisfy or defease, or make any payment in violation of any Permitted Junior Indebtedness subordination terms of, whether in cash, property, securities or a combination thereof, or otherwise acquire for consideration (including as a result of any Credit Party asset sale, change of control or similar event or any Subsidiary if such amendment purchase or modification would add or change any terms in a manner adverse assignment pursuant to any Credit Party or any Subsidiaryprovision similar to Section 9.04(l) hereunder), or shorten set apart any sum for the final maturity or average life to maturity or require aforesaid purposes (it being agreed that any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto. (b) Except with respect to the initial incurrence of any Refinancing Indebtedness or Permitted Refinancing Indebtedness, none of the Credit Parties or their Subsidiaries will make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including by way of depositing money or securities in cash in connection with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance conversion or exchange of any Convertible Notes or any Permitted Junior Refinancing thereof shall be deemed to be a voluntary prepayment thereof for purposes hereof), any Indebtedness constituting Convertible Notes, Permitted Incremental Equivalent Debt, Permitted External Refinancing Debt or any Permitted Refinancing thereof, except (eachv) pursuant to a Permitted Refinancing thereof, a “Junior (w) the conversion or exchange of any such Indebtedness Payment”to or for Qualified Equity Interests of the Borrower, (x) except for additional payments so long as (iA) the aggregate amount of payments made pursuant to this clause (x), plus the aggregate amount of Dividends paid pursuant to Section 6.03(v), does not exceed $15,000,000 in any fiscal year of the Borrower; provided that any unused portion of this basket may be utilized in any succeeding fiscal year of the Borrower and (B) no Default or Event of Default then exists or would be caused therebyresult therefrom, Junior Indebtedness Payments (y) additional payments in an aggregate amount not to exceed the Available Amount at such time (as determined immediately before giving effect to the making of up to such payment) so long as (A) when taken together with all Restricted Payments made under Section 8.6(bno Default or Event of Default then exists or would result therefrom, (B) in the same year, $75,000,000 annually, if the Consolidated Total Leverage Ratio for at the four time of and immediately after giving effect to such payment, determined on a Pro Forma Basis, is no greater than 2.50 to 1.00 and (4C) quarter period most recently ended is less than 2.75 prior to 1.0 or the making of such payment, the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying compliance with preceding sub-clauses (A) and (B) when taken together and containing the calculations (in reasonable detail) required to establish compliance with all Restricted Payments made under Section 8.6(bpreceding sub-clause (B) in and (z) additional payments so long as (A) no Default or Event of Default then exists or would result therefrom, (B) the same year, $50,000,000 annually, if the Consolidated Total Leverage Ratio for at the four (4) quarter period most recently ended time of and immediately after giving effect to such payment, determined on a Pro Forma Basis, is no greater than or equal 1.75 to 2.75 1.00, (C) after giving effect to 1.0 such payment, the Aggregate Revolving Credit Exposure shall not exceed 25.0% of the Total Revolving Credit Commitments at such time and (iiD) in prior to the case making of such payment, the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the giving of notice Borrower certifying compliance with respect preceding sub-clauses (A), (B) and (C) and containing the calculations (in reasonable detail) required to any such voluntary prepayment, redemption, acquisition for value, refund, refinance or exchange, any such notice given in connection establish compliance with the repayment in full of all Obligations and the termination of the Commitmentspreceding sub-clause (B).

Prepayments of Other Indebtedness. (a) None of the Credit Parties or their Subsidiaries will amend or modify any of the terms of any Permitted Junior Indebtedness of any Credit Party or any Subsidiary if such amendment or modification would add or change any terms in a manner adverse to any Credit Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto. (b) Except with respect to the initial incurrence of any Refinancing Indebtedness or Permitted Refinancing Indebtedness, none of the Credit Parties or their Subsidiaries will make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Permitted Junior Indebtedness (each, a “Junior Indebtedness Payment”) except for (i) provided no Default or Event of Default then exists or would be caused thereby, Junior Indebtedness Payments in an amount of up to (A) when taken together with all Restricted Payments made under Section 8.6(b) in the same year, $75,000,000 annually, if the Consolidated Total Leverage Ratio for the four (4) quarter period most recently ended is less than 2.75 to 1.0 or (B) when taken together with all Restricted Payments made under Section 8.6(b) in the same year, $50,000,000 annually, if the Consolidated Total Leverage Ratio for the four (4) quarter period most recently ended is greater than or equal to 2.75 to 1.0 and (ii) in the case of the giving of notice with respect to any such voluntary prepayment, redemption, acquisition for value, refund, refinance or exchange, any such notice given in connection with the repayment in full of all Obligations and the termination of the Commitments; provided, that the Credit Parties and their Subsidiaries shall not be permitted to make any Junior Indebtedness Payments under this Section 8.16(b) during the Second Relief Period.

Prepayments of Other Indebtedness. (a) None Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (i) the payment of the Credit Parties Indebtedness created hereunder or their Subsidiaries will amend or modify any under the ABL Facility, (ii) refinancings of the terms of any Permitted Junior Indebtedness of any Credit Party or any Subsidiary if such amendment or modification would add or change any terms in a manner adverse to any Credit Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto. (b) Except with respect to the initial incurrence of any Refinancing Indebtedness or Permitted Refinancing Indebtedness, none (iii) payments of the Credit Parties SVU 2014 Notes or their Subsidiaries will make the SVU 2016 Notes with proceeds of borrowings under the ABL Facility (or give including any notice Permitted Refinancing Indebtedness with respect thereto) any voluntary ); provided, that the ABL Facility or optional payment or prepayment or redemption or acquisition for value of (including by way of depositing money or securities with the trustee such Permitted Refinancing Indebtedness with respect thereto before has a final maturity date at least six months after the Latest Maturity Date, (iv) the payment of secured Indebtedness that becomes due for as a result of the purpose voluntary sale or transfer of paying the property or assets securing such Indebtedness, (v) an aggregate amount when duecombined with all Investments made pursuant to clause (p) of the definition of “Permitted Investments” equal to the aggregate amount of proceeds of Other Asset Sales received after the date hereof by the Borrower and the Restricted Subsidiaries and not required to be applied to prepay the Loans pursuant to Section 2.13(b), refund(vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $250,000,000 and (vii) other payments of Indebtedness; provided that, refinance or exchange (x) in the case of any Permitted Junior Indebtedness clause (eachvii), a “Junior Indebtedness Payment”the aggregate amount of such payments shall not exceed the Cumulative Credit Amount; and (y) except for in the case of clauses (ivi) provided and (vii), (A) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default then exists or would shall have occurred and be caused thereby, Junior Indebtedness Payments in an amount of up to (A) when taken together with all Restricted Payments made under Section 8.6(b) in the same year, $75,000,000 annually, if the Consolidated Total Leverage Ratio for the four (4) quarter period most recently ended is less than 2.75 to 1.0 or continuing and (B) when taken together with all Restricted Payments made under Section 8.6(bthe Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the satisfaction of the foregoing clauses (x)(A) in the same year, $50,000,000 annually, if the Consolidated Total Leverage Ratio for the four (4) quarter period most recently ended is greater than or equal to 2.75 to 1.0 and (iix)(B), as applicable, and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent or (b) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the case obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (vii) to the extent permitted at the time of the giving of notice with respect to any reallocation under such voluntary prepayment, redemption, acquisition for value, refund, refinance or exchange, any such notice given in connection with the repayment in full of all Obligations and the termination of the Commitmentsclauses.

Prepayments of Other Indebtedness. (a) None of So long as any Term Loans remain outstanding, the Credit Parties or their Subsidiaries Borrower will amend or modify not, and will not permit any of the terms Restricted Subsidiaries to, directly or indirectly, voluntarily or optionally prepay, repurchase, redeem or otherwise optionally or voluntarily satisfy or defease, or make any payment in violation of any Permitted Junior Indebtedness subordination terms of, whether in cash, property, securities or a combination thereof, or otherwise acquire for consideration (including as a result of any Credit Party asset sale, change of control or similar event or any Subsidiary if such amendment purchase or modification would add or change any terms in a manner adverse assignment pursuant to any Credit Party or any Subsidiaryprovision similar to Section 9.04(l) hereunder), or shorten set apart any sum for the final maturity or average life to maturity or require aforesaid purposes (it being agreed that any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto. (b) Except with respect to the initial incurrence of any Refinancing Indebtedness or Permitted Refinancing Indebtedness, none of the Credit Parties or their Subsidiaries will make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including by way of depositing money or securities in cash in connection with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance conversion or exchange of any Convertible Notes or any Permitted Junior Refinancing thereof shall be deemed to be a voluntary prepayment thereof for purposes hereof), any Indebtedness constituting Senior Unsecured Notes, Convertible Notes, Permitted Incremental Equivalent Debt, Permitted External Refinancing Debt or any Permitted Refinancing thereof, except (eachv) pursuant to a Permitted Refinancing thereof, a “Junior (w) the conversion or exchange of any such Indebtedness Payment”to or for Qualified Equity Interests of the Borrower, (x) except for additional payments so long as (iA) the aggregate amount of payments made pursuant to this clause (x), plus the aggregate amount of Dividends paid pursuant to Section 6.03(v), does not exceed $25,000,000 in any fiscal year of the Borrower; provided that any unused portion of this basket may be utilized in any succeeding fiscal year of the Borrower and (B) no Default or Event of Default then exists or would be caused therebyresult therefrom, Junior Indebtedness Payments (y) additional payments in an aggregate amount not to exceed the Available Amount at such time (as determined immediately before giving effect to the making of up to such payment) so long as (A) when taken together with all Restricted Payments made under Section 8.6(bno Default or Event of Default then exists or would result therefrom, (B) in the same year, $75,000,000 annually, if the Consolidated Total Leverage Ratio for at the four time of and immediately after giving effect to such payment, determined on a Pro Forma Basis, is not (41) quarter period most recently ended is less greater than 2.75 3.00 to 1.0 1.00 or (B) when taken together with all Restricted Payments made under Section 8.6(b) in the same year, $50,000,000 annually, if the Consolidated Total Leverage Ratio for the four (4) quarter period most recently ended is greater than or equal to 2.75 to 1.0 and (ii2) in the case of any payment of cash by the giving Borrower or any Restricted Subsidiary to a holder of notice with respect to any Convertible Notes upon conversion or exchange of such voluntary prepayment, redemption, acquisition for value, refund, refinance Convertible Notes or exchange, any such notice given in connection with the repayment in full right of all Obligations a holder of Convertible Notes to require the Borrower to repurchase such Convertible Notes, greater than 3.50 to 1.00, and (C) prior to the termination making of such payment, the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the CommitmentsBorrower certifying compliance with preceding sub-clauses (A) and (B) and containing the calculations (in reasonable detail) required to establish compliance with preceding sub-clause (B) and (z) additional payments so long as (A) no Default or Event of Default then exists or would result therefrom, (B) the Total Leverage Ratio at the time of and immediately after giving effect to such payment, determined on a Pro Forma Basis, is no greater than 1.75 to 1.00, (C) after giving effect to such payment, the Aggregate Revolving Credit Exposure shall not exceed 25.0% of the Total Revolving Credit Commitments at such time and (D) prior to the making of such payment, the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying compliance with preceding sub-clauses (A), (B) and (C) and containing the calculations (in reasonable detail) required to establish compliance with preceding sub-clause (B).

Prepayments of Other Indebtedness. No Credit Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled due date or maturity, other than (a) None the Obligations, (b) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of the Credit Parties or their Subsidiaries will amend or modify any of the terms in a transaction permitted hereunder, (c) with proceeds of any Permitted Junior Refinancing of Indebtedness permitted under Section 5.5, (d) prepayments of any Credit Party or any Subsidiary if such amendment or modification would add or change any terms in a manner adverse to any Credit Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto. (b) Except with respect to the initial incurrence of any Refinancing Indebtedness or Permitted Refinancing Indebtedness, none of the Credit Parties or their Subsidiaries will make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Permitted Junior other Indebtedness (each, a “Junior Indebtedness Payment”excluding Subordinated Indebtedness) except for so long as (i) provided the principal amounts prepaid do not exceed $36,000,000 in the aggregate for any consecutive twelve-fiscal month period, (ii) no Default or Event of Default then exists or would be caused therebyhas occurred and is continuing, Junior Indebtedness Payments in an amount of up to (Aiii) when taken together with all Restricted Payments made under Section 8.6(b(x) in the same year, $75,000,000 annually, if the Consolidated Total Leverage Ratio average daily Availability for the four consecutive ninety (490)-day period ending on the date such prepayment is made, (y) quarter projected average daily Availability for the consecutive ninety (90) day-period commencing on the date such prepayment is made, and (z) Availability at the time such prepayment is made, in each case, after giving pro forma effect to such prepayment, is not less than the greater of (1) $9,000,000 and (2) fifteen percent (15%) of the Aggregate Revolving Loan Commitment at such time, and (iv) Agent shall have received a Covenant Certificate demonstrating that Fixed Charge Coverage Ratio as of the last day of the consecutive twelve-fiscal month period most recently ended prior to the date such repayment is made for which financial statements have been delivered pursuant to Section 4.1(b) is not less than 2.75 1.20 to 1.0 or 1.00; provided, however, that if (Bi) when taken together with all Restricted Payments made under Section 8.6(bno Event of Default has occurred and is continuing, (ii) in the same year, $50,000,000 annually, if the Consolidated Total Leverage Ratio (x) average daily Availability for the four consecutive ninety (490)-day period ending on the date such prepayment is made, (y) quarter projected average daily Availability for the consecutive ninety (90) day-period commencing on the date such prepayment is made, and (z) Availability at the time such prepayment is made, in each case, after giving pro forma effect to such prepayment, is not less than the greater of (1) $12,000,000 and (2) twenty percent (20%) of the Aggregate Revolving Loan Commitment at such time, and (iii) Agent shall have received a Covenant Certificate demonstrating that Fixed Charge Coverage Ratio as of the last day of the consecutive twelve-fiscal month period most recently ended prior to the date such repayment is greater made for which financial statements have been delivered pursuant to Section 4.1(b) is not less than or equal 1.20 to 2.75 to 1.0 and 1.00, then the amount of any such prepayment (ii) in the case of the giving of notice including with respect to any such voluntary prepaymentSubordinated Debt) shall not be limited and may exceed the $36,000,000 limitation set forth above, redemption, acquisition for value, refund, refinance or exchange, any such notice given in connection with the repayment in full and (e) prepayment of all Obligations and the termination of the Commitmentsintercompany Indebtedness to Credit Parties.

Prepayments of Other Indebtedness. The Credit Parties shall not, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness other than the Obligations, except (a) None of the Credit Parties or their Subsidiaries will amend or modify any of the terms of any Permitted Junior Subordinated Debt other than intercompany Indebtedness of any Credit Party or any Subsidiary if such amendment or modification would add or change any terms in a manner adverse to any Credit Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto. expressly permitted under Section 5.1(c); (b) Except with respect to the initial incurrence of any Refinancing Indebtedness or Permitted Refinancing Indebtedness, none of the Credit Parties or their Subsidiaries will make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Permitted Junior Indebtedness (each, a “Junior Indebtedness Payment”) except for (i) the mandatory prepayment of Indebtedness outstanding under the 2011 Term Loan B Credit Agreement, (ii) the voluntary prepayment of Indebtedness outstanding under the 2011 Term Loan B Credit Agreement, provided that, immediately before and after making such voluntary prepayment, no Default or Event of Default then exists has occurred and is continuing, and either (1) there are no outstanding Advances, or would be caused thereby, Junior Indebtedness Payments in an amount (2) (v) the aggregate balance of up all outstanding Advances is equal to (A) when taken together with all Restricted Payments made under Section 8.6(b) in the same year, $75,000,000 annually, if the Consolidated Total Leverage Ratio for the four (4) quarter period most recently ended is or less than 2.75 to 1.0 or $25,000,000, (Bw) when taken together with all Restricted Payments made under Section 8.6(b) in the same year, $50,000,000 annually, if the Consolidated Total Leverage Ratio for the four (4) quarter period most recently ended Aggregate Borrowing Availability is greater than or equal to 2.75 the Voluntary Prepayment Threshold, (x) the average Aggregate Borrowing Availability for the consecutive ninety (90) day-period ending on the date such voluntary prepayment is made is greater than or equal to 1.0 the Voluntary Prepayment Threshold, (y) the projected average Aggregate Borrowing Availability for the consecutive ninety (90) day-period commencing on the date such voluntary prepayment is made is greater than the Voluntary Prepayment Threshold, and (iiz) the US Borrowers have certified to the US Agent that the conditions set forth in clauses (v) through (y) above are satisfied; and (iii) the case prepayment of Indebtedness outstanding under the giving of notice with respect to any such voluntary prepayment, redemption, acquisition for value, refund, refinance or exchange, any such notice given in connection 2011 Term Loan B Credit Agreement with the repayment proceeds of Permitted Refinancing thereof in full compliance with Section 5.1(p) and (q); (c) required mandatory repayments or redemptions of all Obligations Indebtedness outstanding under the 2011 Indenture or Indebtedness under a Permitted Refinancing thereof; and the termination (d) regularly scheduled or required repayments or redemptions of the CommitmentsIndebtedness set forth on Schedule 5.1.