Common use of Prepayments of Subordinated Debt Clause in Contracts

Prepayments of Subordinated Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt, except: (i) as long as no Event of Default then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Subordinated Debt; (ii) prepayments, redemptions, purchases, defeasances or other satisfactions funded with the proceeds of Refinancing Debt with respect to such Subordinated Debt; (iii) as long as no Event of Default exists or would result therefrom, prepayments, redemptions, purchases, defeasances or other payments of Subordinated Debt in an aggregate principal amount not to exceed $50,000,000; (iv) the conversion (or exchange) of any Subordinated Debt to, or the payment of any Subordinated Debt from the proceeds of the issuance of, Equity Interests (other than Disqualified Equity Interests) so long as the proceeds thereof are excluded from the Available Amount; (v) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing or would result therefrom, additional prepayments, redemptions, purchases, defeasances or other payments of Subordinated Debt not to exceed the Available Amount; provided that at the time thereof and after giving effect thereto, the Consolidated Secured Net Leverage Ratio (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b)(i) or 5.01(b)(ii) (calculated on a pro forma basis) would not exceed 3.50:1.00; and (vi) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing or would result therefrom, other prepayments, redemptions, purchases, defeasances or other payments of Subordinated Debt so long as, at the time thereof and after giving effect thereto, the Consolidated Secured Net Leverage Ratio (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b)(i) or 5.01(b)(ii) (calculated on a pro forma basis) would not exceed 2.75:1.00.

Prepayments of Subordinated Debt. The No Company will not, and will not permit any of its Restricted Subsidiaries to, voluntarily prepayshall purchase, redeem, retire, or otherwise acquire for value, or set apart any money for a sinking, defeasance, or other analogous fund for the purchase, defease redemption, retirement, or otherwise satisfy prior to other acquisition of, or make any voluntary payment or prepayment of the scheduled maturity thereof principal of or interest on, or any other amount owing in any manner respect of, any Subordinated Debt, except: except Borrowers and their Subsidiaries may (ia) as so long as no Event of Default then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Subordinated Debt; (ii) prepayments, redemptions, purchases, defeasances or other satisfactions funded with the proceeds of Refinancing Debt with respect to such Subordinated Debt; (iii) as long as no Event of Default exists or would result therefrombe caused thereby, prepaymentsmake regularly scheduled payments, redemptions, purchases, defeasances prepayments or other payments redemptions of principal and interest in respect of Subordinated Debt Indebtedness required pursuant to, and not in an aggregate principal amount not violation of the subordination terms of, the instruments or documents evidencing such Subordinated Indebtedness, to exceed $50,000,000; the extent permitted by the subordination provisions with respect to such Subordinated Indebtedness and the Subordination Agreement with respect thereto, (ivb) the conversion (or exchange) of any prepay Subordinated Debt to, or the payment of any Subordinated Debt from with the proceeds of the issuance ofRefinancing Indebtedness, Equity Interests (other than Disqualified Equity Interests) so long as the proceeds thereof are excluded from the Available Amount; (vc) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing exists or would result therefrombe caused thereby, (i) prepay additional prepaymentsSubordinated Indebtedness in an aggregate amount, redemptionswhen combined with any Restricted Payments made pursuant to Section 6.6(e)(i), purchases, defeasances or other payments of Subordinated Debt not to exceed during in any Fiscal Year the Available Amount; provided that at the time thereof greater of (x) $75,000,000 and (y) 30% of Applicable EBITDA, and (ii) prepay additional Subordinated Indebtedness, so long as, both immediately before and after giving effect thereto, the Consolidated Secured Net Leverage Ratio (oris not greater than 2.00 to 1.00, following calculated on a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio) pro forma basis as of the last day end of the most recent fiscal quarter of the Company Fiscal Quarter for which financial statements have been delivered (or are required to be delivered) to the Lenders pursuant to Section 5.01(b)(i5.1(a) or 5.01(b)(ii) (calculated on a pro forma basis) would not exceed 3.50:1.00; and (vi) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing or would result therefrom, other prepayments, redemptions, purchases, defeasances or other payments of Subordinated Debt so long as, at the time thereof and after giving effect thereto, the Consolidated Secured Net Leverage Ratio (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b)(i) or 5.01(b)(ii) (calculated on a pro forma basis) would not exceed 2.75:1.005.1(b).

Prepayments of Subordinated Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt, except: (i) as long as no Event of Default then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Subordinated Debt; (ii) prepayments, redemptions, purchases, defeasances or other satisfactions funded with the proceeds of Refinancing Debt with respect to of any such Subordinated Debt; (iii) as long as no Event of Default exists or would result therefrom, prepayments, redemptions, purchases, defeasances or other payments of Subordinated Debt in an aggregate principal amount not to exceed $50,000,000; (iv) the conversion (or exchange) of any Subordinated Debt to, or the payment of any Subordinated Debt from the proceeds of the issuance of, Equity Interests (other than Disqualified Equity Interests) so long as the proceeds thereof are excluded from the Available Amount; (v) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing or would result therefrom, additional prepayments, redemptions, purchases, defeasances or other payments of Subordinated Debt not to exceed the Available Amount; provided that at the time thereof and after giving effect thereto, the Consolidated Secured Net Leverage Ratio (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b)(i) or 5.01(b)(ii) (calculated on a pro forma basis) would not exceed 3.50:1.00; and (vi) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing or would result therefrom, other prepayments, redemptions, purchases, defeasances or other payments of Subordinated Debt so long as, at the time thereof and after giving effect thereto, the Consolidated Secured Net Leverage Ratio (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b)(i) or 5.01(b)(ii) (calculated on a pro forma basis) would not exceed 2.75:1.002.50:1.00.

Prepayments of Subordinated Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt, except: (i) as long as no Event of Default then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Subordinated Debt; (ii) prepayments, redemptions, purchases, defeasances or other satisfactions funded with the proceeds of Refinancing Debt with respect to of any such Subordinated Debt; (iii) as long as no Event of Default exists or would result therefrom, prepayments, redemptions, purchases, defeasances or other payments of Subordinated Debt in an aggregate principal amount not to exceed $50,000,000; (iv) the conversion (or exchange) of any Subordinated Debt to, or the payment of any Subordinated Debt from the proceeds of the issuance of, Equity Interests (other than Disqualified Equity Interests) so long as the proceeds thereof are excluded from the Available Amount; (v) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing or would result therefrom, additional prepayments, redemptions, purchases, defeasances or other payments of Subordinated Debt not to exceed the Available Amount; provided that at the time thereof and after giving effect thereto, the Consolidated Secured Net Leverage Ratio (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b)(i) or 5.01(b)(ii) (calculated on a pro forma basis) would not exceed 3.50:1.00; and (vi) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing or would result therefrom, other prepayments, redemptions, purchases, defeasances or other payments of Subordinated Debt so long as, at the time thereof and after giving effect thereto, the Consolidated Secured Net Leverage Ratio (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b)(i) or 5.01(b)(ii) (calculated on a pro forma basis) would not exceed 2.75:1.002.50:1.00.