Common use of Prepayments, Etc Clause in Contracts

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is expressly subordinated to the Obligations hereunder, or that is secured and the Liens securing such Debt rank behind the Liens created by the Term Loan Collateral Documents, or permit any of its Subsidiaries to do any of the foregoing, in each case, except (a) the prepayment of Loans in accordance with the terms of this Agreement, (b) the prepayment of Credit Extensions in accordance with (and as defined in) the term of the ABL Credit Agreement as in effect on the date hereof, provided that this limitation shall not apply to mandatory or voluntary payments or prepayments of Debt (a) under the ABL Facility, (b) permitted under Section 5.02(b)(iii) or (v), (c) solely in the case of the Equipment Finance SPVs, the payment of any amounts required to be paid (but in no event shall any optional prepayment be made) in respect of any Non-Lender Financed Capitalized Leases or Non-Lender Financed Equipment Financings solely with the proceeds of internally generated cash by such Equipment Finance SPV, (d) with Distributable Cash, or (e) forgiveness of all or any portion of the PPP Loan in accordance with Section 5.01(t) or the mandatory prepayment of any portion of the PPP Loan using only the proceeds of the PPP Loan if required by the CARES Act, provided further that, in no event shall any cash payments be permitted to be made by any Loan Party at any time in respect of the Third Lien Notes.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease defease, exchange or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is expressly subordinated to (each, a “prepayment”), except (i) the Obligations hereunderprepayment of the Advances in accordance with the terms of this Agreement, or that is secured and (ii) the Liens securing such mandatory prepayment of Debt rank behind the Liens created by under the Term Loan Collateral DocumentsFacility in accordance with the terms thereof, (iii) the repayment of Debt under the Bridge Loan Facility with the proceeds of the issuance of the Senior Notes and the mandatory prepayment of Debt under the Bridge Loan Facility in accordance with the terms thereof, (iv) after the consummation of the Merger, prepayment of any Debt of Elk or any of its Subsidiaries, (v) prepayment of the respective Debt with proceeds of a refinancing of such Debt permitted under Section 5.02(b), (vi) regularly scheduled or required repayments or redemptions of Surviving Debt, and (vii) so long as, in each case, both at the time of such payment and after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing, and (y) after giving effect to such transaction, the Available Liquidity (as certified to the Administrative Agent by a Responsible Financial Officer of BMCA) shall equal or exceed (A) in the case of any prepayment of Debt owing to G-I Holdings or BMCA Holdings Corporation, $25,000,000 or (B) otherwise, the Specified Liquidity Amount, prepayment of any Debt (“Permitted Debt Repurchases”); or, if the Loan Parties, the Administrative Agent or the Lenders will be materially and adversely affected thereby, amend, modify or change in any material manner any term or condition of any Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing, in each case, except (a) the prepayment of Loans in accordance with the terms of this Agreement, (b) the prepayment of Credit Extensions in accordance with (and as defined in) the term of the ABL Credit Agreement as in effect on the date hereof, provided that this limitation shall not apply foregoing other than to mandatory or voluntary payments or prepayments of prepay any Debt (a) under the ABL Facility, (b) permitted under Section 5.02(b)(iii) or (v), (c) solely in the case of the Equipment Finance SPVs, the payment of any amounts required payable to be paid (but in no event shall any optional prepayment be made) in respect of any Non-Lender Financed Capitalized Leases or Non-Lender Financed Equipment Financings solely with the proceeds of internally generated cash by such Equipment Finance SPV, (d) with Distributable Cash, or (e) forgiveness of all BMCA or any portion of the PPP other Loan in accordance with Section 5.01(t) or the mandatory prepayment of any portion of the PPP Loan using only the proceeds of the PPP Loan if required by the CARES Act, provided further that, in no event shall any cash payments be permitted to be made by any Loan Party at any time in respect of the Third Lien NotesParty.

Prepayments, Etc. of Debt. Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any unsecured Indebtedness permitted to be incurred under Section 7.03(b)(xvii) (collectively, together with any Permitted Refinancing of the foregoing, “Junior Financing”), except (i) a prepayment of Junior Financing; provided that the Specified Transaction Conditions have been satisfied, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests), or (iii) the prepayment of any Junior Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed the amount, if any, that is then available for Restricted Payments pursuant to Section 7.06(f) (as such amount may be reduced from time to time in accordance with the terms of such Section 7.06(f)); (b) make any payment in violation of any subordination terms ofof any Junior Financing Documentation or (c) amend, modify or change in any Debt that is expressly subordinated manner materially adverse to the Obligations hereunder, or that is secured and the Liens securing such Debt rank behind the Liens created by the Term Loan Collateral Documents, or permit any of its Subsidiaries to do any interests of the foregoingAdministrative Agent or the Lenders any term or condition of any Junior Financing Documentation. For the avoidance of doubt, in each case, except (a) the prepayment of FILO Loans in accordance with the terms of this Agreement, shall not constitute a Junior Financing. (b) Prepay, redeem, purchase, defease or otherwise satisfy prior to the prepayment scheduled maturity thereof in any manner (it being understood that payments of Credit Extensions in accordance with (regularly scheduled principal and as defined ininterest and mandatory prepayments of principal and interest shall be permitted) any FILO Loans, except to the term extent the Specified Transaction Conditions are satisfied after giving effect to any such prepayment, redemption, purchase, defeasance or other satisfaction of the ABL Credit Agreement as in effect on the date hereof, provided that this limitation shall not apply to mandatory or voluntary payments or prepayments of Debt (a) under the ABL Facility, (b) permitted under Section 5.02(b)(iii) or (v), (c) solely in the case of the Equipment Finance SPVs, the payment of any amounts required to be paid (but in no event shall any optional prepayment be made) in respect of any Non-Lender Financed Capitalized Leases or Non-Lender Financed Equipment Financings solely with the proceeds of internally generated cash by such Equipment Finance SPV, (d) with Distributable Cash, or (e) forgiveness of all or any portion of the PPP Loan in accordance with Section 5.01(t) or the mandatory prepayment of any portion of the PPP Loan using only the proceeds of the PPP Loan if required by the CARES Act, provided further that, in no event shall any cash payments be permitted to be made by any Loan Party at any time in respect of the Third Lien NotesFILO Loans.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease defease, exchange or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is expressly subordinated to (each, a “prepayment”), except (i) prepayment of advances under the Obligations hereunderRevolving Credit Facility in accordance with the terms thereof, or that is secured and (ii) the Liens securing such prepayment of the Loans in accordance with the terms of this Agreement, (iii) mandatory prepayments of the Debt rank behind the Liens created by under the Term Loan Collateral DocumentsFacility in accordance with the terms thereof, (iv) after the consummation of the Merger, prepayment of any Debt of Elk or any of its Subsidiaries, (v) regularly scheduled or required repayments or redemptions of Surviving Debt, (vi) prepayment of the respective Debt with proceeds of a refinancing of such Debt permitted under Section 5.02(b) and (vii) so long as, in each case, both at the time of such payment and after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing prepayment of Debt owing to G-I Holdings or BMCA Holdings in an aggregate maximum principal amount of $50,000,000; or, if the Loan Parties, the Administrative Agent or the Lenders will be materially and adversely affected thereby, amend, modify or change in any material manner any term or condition of any Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing, in each case, except (a) the prepayment of Loans in accordance with the terms of this Agreement, (b) the prepayment of Credit Extensions in accordance with (and as defined in) the term of the ABL Credit Agreement as in effect on the date hereof, provided that this limitation shall not apply foregoing other than to mandatory or voluntary payments or prepayments of prepay any Debt (a) under the ABL Facility, (b) permitted under Section 5.02(b)(iii) or (v), (c) solely in the case of the Equipment Finance SPVs, the payment of any amounts required payable to be paid (but in no event shall any optional prepayment be made) in respect of any Non-Lender Financed Capitalized Leases or Non-Lender Financed Equipment Financings solely with the proceeds of internally generated cash by such Equipment Finance SPV, (d) with Distributable Cash, or (e) forgiveness of all BMCA or any portion of the PPP other Loan in accordance with Section 5.01(t) or the mandatory prepayment of any portion of the PPP Loan using only the proceeds of the PPP Loan if required by the CARES Act, provided further that, in no event shall any cash payments be permitted to be made by any Loan Party at any time in respect of the Third Lien NotesParty.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease defease, exchange or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is expressly subordinated to (each, a “prepayment”), except (i) prepayment of advances under the Obligations hereunderRevolving Credit Facility in accordance with the terms thereof, or that is secured and (ii) the Liens securing such Debt rank behind the Liens created by prepayment of the Term Loan Collateral DocumentsAdvances in accordance with the terms of this Agreement, (iii) the repayment of Debt under the Bridge Loan with the proceeds of the issuance of the Senior Notes, (iv) after the consummation of the Merger, prepayment of any Debt of Elk or any of its Subsidiaries, (v) prepayment of the respective Debt with proceeds of a refinancing of such Debt permitted under Section 5.02(b), (vi) regularly scheduled or required repayments or redemptions of Surviving Debt, (vii) mandatory prepayment of Debt under the Bridge Loan Facility in accordance with the terms thereof, (viii) prepayment of the respective Debt with proceeds of a refinancing of such Debt permitted under Section 5.02(b) and (ix) so long as, in each case, both at the time of such payment and after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing prepayment of Debt owing to G-I Holdings or BMCA Holdings in an aggregate maximum principal amount of $50,000,000; or, if the Loan Parties, the Administrative Agent or the Lenders will be materially and adversely affected thereby, amend, modify or change in any material manner any term or condition of any Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing, in each case, except (a) the prepayment of Loans in accordance with the terms of this Agreement, (b) the prepayment of Credit Extensions in accordance with (and as defined in) the term of the ABL Credit Agreement as in effect on the date hereof, provided that this limitation shall not apply foregoing other than to mandatory or voluntary payments or prepayments of prepay any Debt (a) under the ABL Facility, (b) permitted under Section 5.02(b)(iii) or (v), (c) solely in the case of the Equipment Finance SPVs, the payment of any amounts required payable to be paid (but in no event shall any optional prepayment be made) in respect of any Non-Lender Financed Capitalized Leases or Non-Lender Financed Equipment Financings solely with the proceeds of internally generated cash by such Equipment Finance SPV, (d) with Distributable Cash, or (e) forgiveness of all BMCA or any portion of the PPP other Loan in accordance with Section 5.01(t) or the mandatory prepayment of any portion of the PPP Loan using only the proceeds of the PPP Loan if required by the CARES Act, provided further that, in no event shall any cash payments be permitted to be made by any Loan Party at any time in respect of the Third Lien NotesParty.

Prepayments, Etc. of Debt, Increase in Term Loan Facility. Prepay, redeem, purchase, defease defease, exchange or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is expressly subordinated to (each, a "PREPAYMENT"), except (i) prepayment of advances under the Obligations hereunderRevolving Credit Facility in accordance with the terms thereof, or that is secured and (ii) the Liens securing such prepayment of the Loans in accordance with the terms of this Agreement, (iii) prepayments of the Debt rank behind the Liens created by under the Term Loan Collateral DocumentsFacility in accordance with the terms thereof, (iv) after the consummation of the Merger, prepayment of any Debt of Elk or any of its Subsidiaries, (v) regularly scheduled or required repayments or redemptions of Surviving Debt; provided, however, that prepayments of Debt to G-1 Holdings or BMCA Holdings are subject to the provisions of subclause (vii) below, (vi) prepayment of the respective Debt with proceeds of a refinancing of such Debt permitted under Section 5.02(b) and (vii) so long as, in each case, both at the time of such payment and after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing, prepayment of Debt owing to G-I Holdings or BMCA Holdings in an aggregate maximum principal amount of $50,000,000; or, if the Loan Parties, the Administrative Agent or the Lenders will be materially and adversely affected thereby, amend, modify or change in any material manner any term or condition of any Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing, in each case, except (a) the prepayment of Loans in accordance with the terms of this Agreement, (b) the prepayment of Credit Extensions in accordance with (and as defined in) the term of the ABL Credit Agreement as in effect on the date hereof, provided that this limitation shall not apply foregoing other than to mandatory or voluntary payments or prepayments of prepay any Debt (a) under the ABL Facility, (b) permitted under Section 5.02(b)(iii) or (v), (c) solely in the case of the Equipment Finance SPVs, the payment of any amounts required payable to be paid (but in no event shall any optional prepayment be made) in respect of any Non-Lender Financed Capitalized Leases or Non-Lender Financed Equipment Financings solely with the proceeds of internally generated cash by such Equipment Finance SPV, (d) with Distributable Cash, or (e) forgiveness of all BMCA or any portion of the PPP other Loan in accordance with Section 5.01(t) or the mandatory prepayment of any portion of the PPP Loan using only the proceeds of the PPP Loan if required by the CARES Act, provided further that, in no event shall any cash payments be permitted to be made by any Loan Party at any time in respect of the Third Lien Notes.Party

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt Debt, except the prepayment of the Advances in accordance with the terms of this Agreement, or amend, modify or change in any manner that is expressly subordinated adverse to the Obligations hereunder, interests of the Lender Parties any term or that is secured and the Liens securing such condition of any Surviving Debt rank behind the Liens created by the Term Loan Collateral Documentsor Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing, in each case, except foregoing other than to prepay any Debt payable to a Loan Party; provided that (aA) the prepayment Borrower may prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Debt in lieu of Loans paying a dividend or making a distribution in accordance with the terms of this Agreement, (b) the prepayment of Credit Extensions in accordance with (and as defined in) the term of the ABL Credit Agreement as in effect on the date hereof, provided a like amount that this limitation shall not apply to mandatory or voluntary payments or prepayments of Debt (a) under the ABL Facility, (b) would be permitted under Section 5.02(b)(iii5.02(g)(iii) and (B) the Parent may prepay, redeem, purchase, defease or (votherwise satisfy prior to the scheduled maturity thereof in any manner any Debt in lieu of paying a dividend or making a distribution in a like amount that would be permitted under Section 5.02(g)(iv); and provided further that any Debt may be prepaid, (c) solely in redeemed, purchased, defeased or otherwise satisfied prior to the case scheduled maturity thereof out of the Equipment Finance SPVs, the payment of any amounts required to be paid (but in no event shall any optional prepayment be made) in respect of any Non-Lender Financed Capitalized Leases or Non-Lender Financed Equipment Financings solely with the proceeds of internally generated cash refinancing Debt permitted by such Equipment Finance SPV, (d) with Distributable Cash, or (e) forgiveness of all or any portion of the PPP Loan in accordance with Section 5.01(t) or the mandatory prepayment of any portion of the PPP Loan using only the proceeds of the PPP Loan if required by the CARES Act, provided further that, in no event shall any cash payments be permitted to be made by any Loan Party at any time in respect of the Third Lien Notes5.02(b)(xiii).

Prepayments, Etc. of Debt. PrepayIndebtedness. (a) The Borrower shall not, nor shall theBorrower permit any of the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, ,purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it beingunderstood that (A) payments of regularly scheduled principal and interest, (B) customary “AHYDOcatchup” payments and (C) any prepayment, redemption, purchase, defeasance or make any payment in violation other retirement inanticipation of any subordination terms ofsatisfying a sinking fund obligation, any Debt that is expressly subordinated to the Obligations hereunder, principal installment or that is secured and the Liens securing such Debt rank behind the Liens created by the Term Loan Collateral Documents, or permit any of its Subsidiaries to do any of the foregoingfinal maturity, in each case,due within one year of such prepayment redemption, except purchase, defeasance or other retirement thereofshall be permitted), any subordinated Indebtedness incurred under Section 7.03(g), (aq), (s) the prepayment of Loans in accordance with the terms of this Agreement, or (w) or any194 (b) the prepayment of Credit Extensions in accordance with (and as defined in) the term The Borrower shall not, nor shall it permit any of the ABL Credit Agreement as Restricted Subsidiaries to amend,modify or change in effect on any manner materially adverse to the date hereof, provided that this limitation shall not apply to mandatory or voluntary payments or prepayments of Debt (a) under the ABL Facility, (b) permitted under Section 5.02(b)(iii) or (v), (c) solely in the case interests of the Equipment Finance SPVs, the payment of Lenders any amounts required to be paid (but in no event shall term or conditionof any optional prepayment be made) Junior Financing Documentation in respect of any Non-Lender Financed Capitalized Leases or Non-Lender Financed Equipment Financings solely with the proceeds of internally generated cash by such Equipment Finance SPV, (d) with Distributable Cash, or (e) forgiveness of all or any portion Junior Financing having an aggregateoutstanding principal amount in excess of the PPP Loan in accordance with Section 5.01(t) Threshold Amount without the consent of theAdministrative Agent (which consent shall not be unreasonably withheld, conditioned or the mandatory prepayment of any portion of the PPP Loan using only the proceeds of the PPP Loan if required by the CARES Act, provided further that, in no event shall any cash payments be permitted to be made by any Loan Party at any time in respect of the Third Lien Notesdelayed).

Prepayments, Etc. of Debt. Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that payments of regularly scheduled interest and any mandatory payment of applicable high yield discount shall be permitted) the Senior Subordinated Notes, any Permitted Subordinated Indebtedness, any Permitted Holdco Debt or any other subordinated Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of, of any Debt that is expressly subordinated to the Obligations hereunder, or that is secured and the Liens securing such Debt rank behind the Liens created by the Term Loan Collateral Documents, or permit any of its Subsidiaries to do any of the foregoing, in each caseJunior Financing Documentation, except (ai) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (x) for an aggregate purchase price not in excess of the Cumulative Growth Amount immediately prior to the time of such prepayment, redemption or repurchase or (y) the prepayment of Loans in accordance refinancing thereof with the terms Net Cash Proceeds of this Agreementany Permitted Subordinated Indebtedness or any Permitted Holdco Debt (to the extent the Net Cash Proceeds from such Permitted Holdco Debt do not constitute Designated Holdco Debt Proceeds) and (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests), or (b) amend, modify or change in any manner materially adverse to the prepayment of Credit Extensions in accordance with (and as defined in) the term interests of the ABL Credit Agreement as in effect on Administrative Agent or the date hereof, provided that this limitation shall not apply to mandatory Lenders any term or voluntary payments or prepayments condition of Debt (a) under any Junior Financing Documentation without the ABL Facility, (b) permitted under Section 5.02(b)(iii) or (v), (c) solely in the case consent of the Equipment Finance SPVs, the payment of any amounts required to be paid (but in no event shall any optional prepayment be made) in respect of any Non-Lender Financed Capitalized Leases or Non-Lender Financed Equipment Financings solely with the proceeds of internally generated cash by such Equipment Finance SPV, (d) with Distributable Cash, or (e) forgiveness of all or any portion of the PPP Loan in accordance with Section 5.01(t) or the mandatory prepayment of any portion of the PPP Loan using only the proceeds of the PPP Loan if required by the CARES Act, provided further that, in no event shall any cash payments be permitted to be made by any Loan Party at any time in respect of the Third Lien NotesAdministrative Agent.

Prepayments, Etc. of Debt. Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any of the Senior Unsecured Term Loans, the Senior Subordinated Notes, any Permitted Subordinated Indebtedness and any Permitted Holdco Debt (collectively, "Junior Financing") or make any payment in violation of any subordination terms ofof any Junior Financing Documentation, except (i) the prepayment of the Senior Unsecured Term Loans (other than any Debt that is expressly subordinated Permitted Refinancing thereof), to the Obligations hereunderextent paid out of Excess Cash Flow after prepayment required under Section 2.05(b)(i), (ii) the refinancing thereof with the Net Cash Proceeds of any further incurrence of Permitted Subordinated Indebtedness, Permitted Holdco Debt or that is secured and the Liens securing such Debt rank behind the Liens created by the Term Loan Collateral Documents, or permit any of its Subsidiaries to do any of the foregoingPermitted Equity Issuance, in each case, except to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b) and (aiii) the prepayment conversion of Loans in accordance with the terms of this Agreementany Junior Financing to Equity Interests (other than Disqualified Equity Interests), or (b) amend, modify or change in any manner materially adverse to the prepayment of Credit Extensions in accordance with (and as defined in) the term interests of the ABL Credit Agreement as in effect on Administrative Agent or the date hereof, provided that this limitation shall not apply to mandatory Lenders any term or voluntary payments or prepayments of Debt (a) under the ABL Facility, (b) permitted under Section 5.02(b)(iii) or (v), (c) solely in the case of the Equipment Finance SPVs, the payment condition of any amounts required to be paid (but in no event shall any optional prepayment be made) in respect of any Non-Lender Financed Capitalized Leases or Non-Lender Financed Equipment Financings solely with the proceeds of internally generated cash by such Equipment Finance SPV, (d) with Distributable Cash, or (e) forgiveness of all or any portion of the PPP Loan in accordance with Section 5.01(t) or the mandatory prepayment of any portion of the PPP Loan using only the proceeds of the PPP Loan if required by the CARES Act, provided further that, in no event shall any cash payments be permitted to be made by any Loan Party at any time in respect of the Third Lien NotesJunior Financing Documentation.

Prepayments, Etc. of Debt. . (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is expressly subordinated to the Obligations hereunderDebt, or that is secured and the Liens securing such Debt rank behind the Liens created by the Term Loan Collateral Documents, or permit any of its Subsidiaries to do any of the foregoing, in each case, except other than (aA) the prepayment of Loans the Advances in accordance with the terms of this Agreement, (bB) regularly scheduled or required repayments or redemptions or refinancing of the Existing Debt set forth on Schedule 4.01(u) hereto, (C) purchases, redemptions or other acquisitions of the Trust Convertible Preferred Securities and securities issued pursuant to the Preferred Share Purchase Rights Plan and other securities permitted to be issued pursuant to Section 5.02(f) or 5.02(d)(i)(D); provided, however, that in the case of this subsection (C), the Borrower uses the proceeds of a previous or concurrent issuance of other capital stock permitted under Section 5.02(f) hereunder to purchase, redeem or otherwise acquire such Trust Convertible Preferred Securities or other securities, (D) the prepayment of Credit Extensions in accordance with (and as defined in) the term of the ABL Credit Agreement as in effect on the date hereofDebt permitted under Section 5.02(d), provided that such Debt is prepaid or refinanced simultaneously therewith and the material terms, taken as a whole, of such new Debt refinancing the existing Debt and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Borrower or the Lender Parties than the terms and conditions of this limitation shall not apply to mandatory or voluntary payments or prepayments Agreement, and (E) the prepayment of Debt (a) under the ABL Facility, (b) permitted under Section 5.02(b)(iii) consisting of Capital Leases or (v)ii) amend, (c) solely modify or change in any manner any term or condition of any Debt which could adversely affect the case interest or rights of the Equipment Finance SPVs, Agents or the payment of any amounts required to be paid (but in no event shall any optional prepayment be made) in respect of any Non-Lender Financed Capitalized Leases or Non-Lender Financed Equipment Financings solely with the proceeds of internally generated cash by such Equipment Finance SPV, (d) with Distributable CashParties, or (e) forgiveness permit any of all or its Restricted Subsidiaries to do any portion of the PPP Loan in accordance with Section 5.01(t) or the mandatory prepayment of any portion of the PPP Loan using only the proceeds of the PPP Loan if required by the CARES Act, provided further that, in no event shall any cash payments be permitted to be made by any Loan Party at any time in respect of the Third Lien Notesforegoing.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled maturity thereof in any manner, whether directly or indirectly, or make any payment in violation of any subordination terms of, any Debt that is expressly subordinated to the Obligations hereunder, or that is secured and the Liens securing such Debt rank behind the Liens created by the Term Loan Collateral DocumentsDebt, or permit any of its Regulated Subsidiaries to do any of the foregoingforegoing (other than prepay any Debt payable to the Borrower), or amend, modify or change in each caseany manner any material term or condition of any Debt, except other than (ai) the prepayment of Loans in accordance with the terms of Debt outstanding under this Agreement, (bii) the prepayment of Credit Extensions in accordance with (and as defined in) the term of the ABL Credit Agreement as in effect on the date hereof, provided that this limitation shall not apply to mandatory or voluntary payments or prepayments of Debt (a) under the ABL Facility, (b) permitted under Section 5.02(b)(iii) or (v), (c) solely in the case of the Equipment Finance SPVsRegulated Subsidiaries, the payment prepayments of any amounts Debt owed by such Regulated Subsidiary to another Regulated Subsidiary or the Borrower, (iii) to the extent required to be paid effectuate or resulting from any sale of Assets which is permitted under Section 5.02(e), (but in no event shall any optional prepayment be madeiv) in respect the case of MPC, prepayments of Debt outstanding under the MPC Credit Agreement, (v) in the case of WPPC, prepayments of Debt incurred pursuant to Section 5.02(b)(xix), and (vi) in the case of the Borrower and its Regulated Subsidiaries, any Non-Lender Financed Capitalized Leases other prepayments or Non-Lender Financed Equipment Financings solely redemption of Debt (A) which is refinanced and prepaid concurrently with the proceeds of internally generated cash by such Equipment Finance SPV, (d) with Distributable CashPermitted Refinancing Debt permitted to be incurred under Section 5.02(b)(xvii), or (eB) forgiveness of all with a maturity date prior to the Final Maturity Date; provided that after giving pro forma effect to such prepayment or any portion redemption the Liquidity Amount is equal to or greater than $275,000,000 and the aggregate amount of the PPP Loan in accordance with Section 5.01(t) Unused Commitments is equal to or the mandatory prepayment of any portion of the PPP Loan using only the proceeds of the PPP Loan if required by the CARES Act, greater than $100,000,000; and provided further thatthat notwithstanding the foregoing, the Borrower shall in no event shall make any cash payments be permitted to be made by any Loan Party at any time in respect prepayment or redemption of the Third Lien NotesConvertible Bonds.