Common use of Prepayments, Etc Clause in Contracts

Prepayments, Etc. of Debt. Prepay, redeem, purchase, 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 (each, a “prepayment”), except (i) the prepayment of the Advances in accordance with the terms of this Agreement, (ii) the mandatory prepayment of Debt under the Term Loan Facility 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 other than to prepay any Debt payable to BMCA or any other Loan Party.

Prepayments, Etc. of Debt. Indebtedness. (a) Prepay, redeem, purchase, defease, exchange 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 of, any Debt (each, a “prepayment”), except (i) the prepayment of the Advances in accordance with the terms of this Agreement, (ii) the mandatory prepayment of Debt under the Term Loan Facility 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 Junior Financing Documentation or (Bc) 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 materially adverse to the interests of the Administrative Agent or the Lenders any term or condition of any Surviving Debt Junior Financing Documentation. For the avoidance of doubt, the FILO Loans shall not constitute a Junior Financing. (b) Prepay, redeem, purchase, defease or Subordinated Debtotherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted) any FILO Loans, except to the extent the Specified Transaction Conditions are satisfied after giving effect to any such prepayment, redemption, purchase, defeasance or permit any of its Subsidiaries to do any other satisfaction of the foregoing other than to prepay any Debt payable to BMCA or any other Loan PartyFILO Loans.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease, exchange 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 (eachthat is expressly subordinated to the Obligations hereunder, a “prepayment”), except (i) or that is secured and the prepayment of Liens securing such Debt rank behind the Advances in accordance with the terms of this Agreement, (ii) the mandatory prepayment of Debt under Liens created by the Term Loan Facility 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 DebtCollateral Documents, or permit any of its Subsidiaries to do any of the foregoing other than 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 prepay 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 Debt payable amounts required to BMCA 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 other portion of the PPP Loan Partyin 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, 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 (each, a “prepayment”), except (i) prepayment of advances under the Revolving Credit Facility in accordance with the terms thereof, (ii) the prepayment of the Term Loan Advances in accordance with the terms of this Agreement, (ii) the mandatory prepayment of Debt under the Term Loan Facility 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 thereofNotes, (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 (viiix) 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 continuing prepayment of Debt owing to G-I Holdings or BMCA Holdings Corporation, in an aggregate maximum principal amount of $25,000,000 or (B) otherwise, the Specified Liquidity Amount, prepayment of any Debt (“Permitted Debt Repurchases”)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 other than to prepay any Debt payable to BMCA or any other Loan Party.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, 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 (each, a “prepayment”), except (i) prepayment of advances under the Revolving Credit Facility in accordance with the terms thereof, (ii) the prepayment of the Advances Loans in accordance with the terms of this Agreement, (iiiii) mandatory prepayments of the mandatory prepayment of Debt under the Term Loan Facility 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) 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), (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 continuing prepayment of Debt owing to G-I Holdings or BMCA Holdings Corporation, in an aggregate maximum principal amount of $25,000,000 or (B) otherwise, the Specified Liquidity Amount, prepayment of any Debt (“Permitted Debt Repurchases”)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 other than to prepay any Debt payable to BMCA or any other Loan Party.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease, exchange 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 (eachDebt, a “prepayment”), except (i) the prepayment of the Advances in accordance with the terms of this Agreement, (ii) the mandatory prepayment of Debt under the Term Loan Facility 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 permit any of its Subsidiaries, (v) prepayment Regulated Subsidiaries to do any of the respective foregoing (other than prepay any Debt with proceeds of a refinancing of such Debt permitted under Section 5.02(bpayable to the Borrower), (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 material term or condition of any Surviving Debt or Subordinated Debt, or permit any other than (i) prepayment of its Subsidiaries to do any Debt outstanding under this Agreement, (ii) in the case of the foregoing other than to prepay Regulated Subsidiaries, prepayments of any Debt payable owed by such Regulated Subsidiary to BMCA another Regulated Subsidiary or the Borrower, (iii) to the extent required to effectuate or resulting from any sale of Assets which is permitted under Section 5.02(e), (iv) in 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 other Loan Partyprepayments or redemption of Debt (A) which is refinanced and prepaid concurrently with the proceeds of Permitted Refinancing Debt permitted to be incurred under Section 5.02(b)(xvii), or (B) with a maturity date prior to the Final Maturity Date; provided that after giving pro forma effect to such prepayment or redemption the Liquidity Amount is equal to or greater than $275,000,000 and the aggregate amount of the Unused Commitments is equal to or greater than $100,000,000; and provided further that notwithstanding the foregoing, the Borrower shall in no event make any prepayment or redemption of the Convertible Bonds.

Prepayments, Etc. of Debt, Increase in Term Loan Facility. Prepay, redeem, purchase, 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 (each, a “prepayment”"PREPAYMENT"), except (i) prepayment of advances under the Revolving Credit Facility in accordance with the terms thereof, (ii) the prepayment of the Advances Loans in accordance with the terms of this Agreement, (iiiii) prepayments of the mandatory prepayment of Debt under the Term Loan Facility 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) 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), (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, in an aggregate maximum principal amount of $25,000,000 or (B) otherwise, the Specified Liquidity Amount, prepayment of any Debt (“Permitted Debt Repurchases”)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 other than to prepay any Debt payable to BMCA or any other Loan Party.

Prepayments, Etc. of Debt. . (i) Prepay, redeem, purchase, defease, exchange 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, other than (each, a “prepayment”), except (iA) the prepayment of the Advances in accordance with the terms of this Agreement, (ii) the mandatory prepayment of Debt under the Term Loan Facility 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), (viB) regularly scheduled or required repayments or redemptions or refinancing of Surviving Debt, and (viithe Existing Debt set forth on Schedule 4.01(u) so long as, in each case, both at the time of such payment and after giving pro forma effect theretohereto, (xC) no Default purchases, redemptions or Event other acquisitions of Default shall have occurred the Trust Convertible Preferred Securities and be continuing, and (y) after giving effect to such transaction, the Available Liquidity (as certified securities issued pursuant to the Administrative Agent by a Responsible Financial Officer of BMCAPreferred Share Purchase Rights Plan and other securities permitted to be issued pursuant to Section 5.02(f) shall equal or exceed (A) 5.02(d)(i)(D); provided, however, that in the case of any 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 Debt owing 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 G-I Holdings the Borrower or BMCA Holdings Corporationthe Lender Parties than the terms and conditions of this Agreement, $25,000,000 and (E) the prepayment of Debt consisting of Capital Leases or (Bii) 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 which could adversely affect the interest or Subordinated Debtrights of the Agents or the Lender Parties, or permit any of its Restricted Subsidiaries to do any of the foregoing other than to prepay any Debt payable to BMCA or any other Loan Partyforegoing.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease, exchange 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 (each, a “prepayment”)Debt, except (i) the prepayment of the Advances in accordance with the terms of this Agreement, (ii) the mandatory prepayment of Debt under the Term Loan Facility 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 that is adverse to the interests of the Lender Parties any term or condition of any Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to BMCA or any other a Loan Party; provided that (A) the Borrower may prepay, redeem, purchase, defease or otherwise 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)(iii) and (B) the Parent may prepay, redeem, purchase, defease or otherwise 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, redeemed, purchased, defeased or otherwise satisfied prior to the scheduled maturity thereof out of the proceeds of refinancing Debt permitted by Section 5.02(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, exchange defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation manner (it beingunderstood that (A) payments of any subordination terms of, any Debt (each, a “prepayment”), except (i) the prepayment of the Advances in accordance with the terms of this Agreementregularly scheduled principal and interest, (iiB) the mandatory prepayment of Debt under the Term Loan Facility 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, customary “AHYDOcatchup” payments and (viiC) so long asany prepayment, redemption, purchase, defeasance or other retirement inanticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, both at the time ,due within one year of such payment and after giving pro forma effect theretoprepayment redemption, purchase, defeasance or other retirement thereofshall be permitted), any subordinated Indebtedness incurred under Section 7.03(g), (xq), (s) 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 (Bw) otherwiseor any194 (b) The Borrower shall not, nor shall it permit any of 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, Restricted Subsidiaries to amend, ,modify or change in any material manner materially adverse to the interests of the Lenders any term or condition conditionof any Junior Financing Documentation in respect of any Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any Junior Financing having an aggregateoutstanding principal amount in excess of the foregoing other than to prepay any Debt payable to BMCA Threshold Amount without the consent of theAdministrative Agent (which consent shall not be unreasonably withheld, conditioned or any other Loan Partydelayed).

Prepayments, Etc. of Debt. Indebtedness. (a) Prepay, redeem, purchase, defease, exchange 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 (each, a “prepayment”)Junior Financing Documentation, except (i) the prepayment of the Advances in accordance with the terms of this Agreement, (ii) the mandatory prepayment of Debt under the Term Loan Facility 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) as no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, and (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) after giving effect to such transaction, the Available Liquidity refinancing thereof with the Net Cash Proceeds of any Permitted Subordinated Indebtedness or any Permitted Holdco Debt (as certified to the Administrative Agent by a Responsible Financial Officer of BMCAextent the Net Cash Proceeds from such Permitted Holdco Debt do not constitute Designated Holdco Debt Proceeds) shall equal or exceed and (Aii) in the case conversion of any prepayment of Debt owing Junior Financing to G-I Holdings or BMCA Holdings CorporationEquity Interests (other than Disqualified Equity Interests), $25,000,000 or (Bb) 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 materially adverse to the interests of the Administrative Agent or the Lenders any term or condition of any Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any Junior Financing Documentation without the consent of the foregoing other than to prepay any Debt payable to BMCA or any other Loan PartyAdministrative Agent.