Common use of Prepayment of Indebtedness Clause in Contracts

Prepayment of Indebtedness. No Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following: (a) (i) prepay the Obligations, or (ii) consummate a Permitted Refinancing; (b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (A) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member and (B) otherwise, any Indebtedness owing to any Loan Party; (c) make regularly scheduled or otherwise required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) but only, in the case of Subordinated Debt, to the extent permitted by the subordination provisions thereof; and (d) prepay any other Indebtedness, other than Subordinated Debt; provided that: (x) the Group Member determines, in good faith, that such prepayment can be made on favorable economic terms and is in the best interests of such Group Member and (y) if the Group Member making such prepayment is not at the time thereof a Loan Party, it shall become a Loan Party pursuant to the terms of Section 7.10 hereof.

Prepayment of Indebtedness. No Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following: (a) (i) prepay the Obligations, or and (ii) consummate a Permitted Refinancing; (b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (A) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member (other than the Parent Guarantors) and (B) otherwise, any Indebtedness owing to any Loan Party;Party (other than to any of the Parent Guarantors); and (c) make regularly scheduled or otherwise required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) but only, in the case of Subordinated Debt, to the extent permitted by the subordination provisions thereof; and (d) prepay any other Indebtedness, other than Subordinated Debt; provided that: (x) the Group Member determines, in good faith, that such prepayment can be made on favorable economic terms and is in the best interests of such Group Member and (y) if the Group Member making such prepayment is not at the time thereof a Loan Party, it shall become a Loan Party pursuant to the terms of Section 7.10 hereof.

Prepayment of Indebtedness. No Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following: (a) (i) prepay the Obligations, or (ii) consummate a Permitted Refinancing; (b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (A) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member and (B) otherwise, any Indebtedness owing to any Loan Party; (c) make regularly scheduled or otherwise required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) but only, in the case of Subordinated Debt, to the extent permitted by the subordination provisions thereof; and (d) prepay any other Indebtedness, other than Subordinated Debt; provided that: (x) that the Group Member determines, in good faith, that such prepayment can be made on favorable economic terms and is in the best interests of such Group Member and (y) if the Group Member making such prepayment is not at the time thereof a Loan Party, it shall become a Loan Party pursuant to the terms of Section 7.10 hereofMember.

Prepayment of Indebtedness. No Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following: (a) (i) prepay the Obligations, or ; (iib) in the case of any Group Member other than Mortgage SPV: (i) consummate a Permitted Refinancing; (bii) while no Default has occurred and is continuing, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (A) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member and (B) otherwisein the case of any Loan Party, any Indebtedness owing to any Loan Party, in each case, in accordance with any terms of subordination applicable thereto; (ciii) while no Default has occurred and is continuing, make regularly scheduled or otherwise required repayments (including mandatory prepayments) or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) but onlyand, in the case of Subordinated Debt, to the extent permitted by the subordination provisions thereof; and (div) prepay any other payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of property or assets securing such Indebtedness, other than Subordinated Debt; provided that: (x) the Group Member determines, in good faith, that such prepayment can be made on favorable economic terms and is in the best interests of such Group Member and (y) if the Group Member making such prepayment is not at the time thereof a Loan Party, it shall become a Loan Party pursuant to the terms of Section 7.10 hereof.

Prepayment of Indebtedness. No Group Member shall (xw) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (yx) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (zy) make any payment in violation of any subordination terms of any IndebtednessIndebtedness or (z) make any payment in respect of the Sponsor PIK Notes or any other Subordinated Debt; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following: (a) (i) prepay the Obligations, or (ii) consummate a Permitted RefinancingRefinancing of any Indebtedness other than the Sponsor PIK Notes, (iii) prepay in full on the Closing Date Indebtedness owing under the Existing Debt Agreements and (iv) terminate or unwind a Hedging Agreement to the extent permitted under Section 8.4(j); (b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (Ai) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member and Member, (Bii) otherwise, any Indebtedness owing to any Loan Party, (iii) Indebtedness owing under the First Lien Loan Documents and (iv) so long as no Event of Default is continuing or would result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b), (c), (d) and (k) of Section 8.1 and any Permitted Refinancing thereof; (c) with respect to Indebtedness other than the Sponsor PIK Notes, make regularly scheduled or otherwise required repayments or redemptions of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) but only, in the case of Subordinated Debt, to the extent permitted by the subordination provisions thereof; (d) convert (or exchange) any Indebtedness to (or for) Qualified Stock of the Borrower; and (de) prepay any other Indebtedness, other than Subordinated Debt; provided that: so long as (xi) the Group Member determines, in good faith, that such prepayment can be made on favorable economic terms and no Event of Default is in the best interests of such Group Member continuing or would result therefrom and (yii) if the Group Member making such prepayment is not at the time thereof a Loan Partyof any such prepayment, it shall become a Loan Party redemption, purchase, defeasance or other satisfaction of Indebtedness, and after giving effect thereto, the Consolidated Leverage Ratio is less than 2.00:1:00 as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1, make prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness other than the terms of Section 7.10 hereofSponsor PIK Notes or any Subordinated Debt.

Prepayment of Indebtedness. No Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any IndebtednessSubordinated Debt; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following: (a) (i) prepay the Obligations, consummate a Permitted Refinancing or (ii) consummate terminate a Permitted RefinancingHedging Agreement permitted hereunder (other than any Hedging Agreement required pursuant to the provisions hereof); (b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (A) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member and Member, (B) otherwise, any Indebtedness owing to any Loan PartyParty and (C) any Indebtedness incurred under (x) clause (b), (c), (e) and (o) of Section 8.1 and any Permitted Refinancing thereof and (y) clause (p) of Section 8.1 and any Permitted Refinancing thereof, so long as, in connection with any such Indebtedness referred to in this clause (y), the aggregate amount expended by such Group Member in connection with such prepayment, redemption, purchase, defeasance or satisfaction does not exceed $5,000,000; (c) make regularly scheduled or otherwise required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the BorrowerHoldings) but only, (i) in the case of Other Term Loan Facilities, after the Term Loan Maturity Date and (ii) in the case of Subordinated Debt, to the extent permitted by the subordination provisions thereof; and (d) prepay make any other Indebtedness, other than Subordinated Debt; provided that: (x) AAB Debt Restricted Payment using any amount available under the Group Member determines, Available Amount Basket in good faith, that such prepayment can be made accordance with the limitations on favorable economic terms and is in the best interests use of such Group Member and (y) if the Group Member making such prepayment Available Amount Basket so long as no payment Default or Event of Default is not at the time thereof a Loan Party, it shall become a Loan Party pursuant to the terms of Section 7.10 hereofthen continuing or would result therefrom.

Prepayment of Indebtedness. No Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following: (a) (i) 8.5.4 prepay the Obligations, or (ii) consummate a Permitted RefinancingObligations and the Canadian Facility Revolving Loans; (b) 8.5.5 prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (A) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member (other than Holdings) and (B) otherwise, any Indebtedness owing to any Loan Party;Party (other than Holdings); and (c) 8.5.6 make regularly scheduled or otherwise required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) but only, in the case of Subordinated Debt, to the extent permitted by the subordination provisions thereof; and (d) prepay any other Indebtedness, other than Subordinated Debt; provided that: (x) the Group Member determines, in good faith, that such prepayment can be made on favorable economic terms and is in the best interests of such Group Member and (y) if the Group Member making such prepayment is not at the time thereof a Loan Party, it shall become a Loan Party pursuant to the terms of Section 7.10 hereof.

Prepayment of Indebtedness. No Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following: (a) (i) prepay the Obligations, or (ii) consummate a Permitted Refinancing; (b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (A) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member and (B) otherwise, any Indebtedness owing to any Loan Party;; and (c) make regularly scheduled or otherwise required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) but only, in the case of Permitted Subordinated DebtIndebtedness, to the extent permitted by the subordination provisions thereof; and (d) prepay any other Indebtedness, other than Subordinated Debt; provided that: (x) the Group Member determines, in good faith, that such prepayment can be made on favorable economic terms and is in the best interests of such Group Member and (y) if the Group Member making such prepayment is not at the time thereof a Loan Party, it shall become a Loan Party pursuant to the terms of Section 7.10 hereof.

Prepayment of Indebtedness. No Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following: (a) (i) prepay the Obligations, or (ii) consummate a Permitted RefinancingRefinancing and (iii) prepay in full on the Closing Date Indebtedness owing under the Existing Credit Agreements; (b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (A) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member and (B) otherwise, any Indebtedness owing to any Loan Party; (c) so long as no Event of Default has occurred and is continuing, prepay intercompany loans permitted under Section 8.1(e); (d) make voluntary, regularly scheduled or otherwise required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) but only, in the case of Indebtedness under the Bridge Loan Documents, the Senior Subordinated DebtNote Documents and the Junior Subordinated Note Documents, to the extent permitted by the subordination provisions thereofof the applicable Subordination Agreement; and (de) prepay any other Indebtednessthe Bridge Obligations in full so long this Agreement is simultaneously refinanced in connection therewith. 82 CREDIT AGREEMENT THE PRINCETON REVIEW, other than Subordinated Debt; provided that: (x) the Group Member determines, in good faith, that such prepayment can be made on favorable economic terms and is in the best interests of such Group Member and (y) if the Group Member making such prepayment is not at the time thereof a Loan Party, it shall become a Loan Party pursuant to the terms of Section 7.10 hereofINC.

Prepayment of Indebtedness. No Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Subordinated Notes Documents, do each of the following: (a) (i) prepay the Obligations, or Obligations and (ii) consummate a Permitted Refinancing; (b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (Ai) in the case of any Group Member that is not a Loan Credit Party, any Indebtedness owing by such Group Member to any other Group Member (other than Holdings) and (Bii) otherwise, any Indebtedness owing to any Loan PartyCredit Party (other than Holdings); (c) prepay the Senior Debt; and (d) make regularly scheduled or otherwise required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the BorrowerCompany) but only, in the case of Subordinated DebtDebt hereunder, to the extent permitted by the subordination provisions thereof; and (d) prepay any other Indebtedness, other than Subordinated Debt; provided that: (x) the Group Member determinesincluding, in good faithwithout limitation, that such prepayment can be made on favorable economic terms and is in the best interests of such Group Member and (y) if the Group Member making such prepayment is not at the time thereof a Loan Party, it shall become a Loan Party pursuant to the terms of Section 7.10 hereofthe Subordination Agreement.

Prepayment of Indebtedness. No Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan DocumentsDocuments (including, without limitation, and subject to the terms and conditions of, the Intercreditor Agreement), and so long as no Default is continuing, do each of the following: (a) (i) prepay the Obligations, or (ii) consummate a Permitted Refinancing; (b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (A) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member (other than Holdings) and (B) otherwise, any Indebtedness owing to any Loan PartyParty (other than Holdings); (c) make regularly scheduled or otherwise required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) ), including but not limited to scheduled or otherwise required payments of Indebtedness set forth on Schedule 8.1, but only, in the case of Subordinated Debt, to the extent permitted by the subordination provisions thereof; and and AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. (d) prepay any other Indebtedness, other than Subordinated Debt; provided that: (x) the Group Member determines, in good faith, that such prepayment can be made on favorable economic terms and is in the best interests of such Group Member and (y) if the Group Member making such prepayment is not at the time thereof a Loan Party, it shall become a Loan Party pursuant to the terms of Section 7.10 hereofObligations.