Common use of Prepayments of Indebtedness Clause in Contracts

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment in respect of the Obligations, (b) regularly scheduled or mandatory repayments and prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any Subordinated Indebtedness), (c) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so long as the Payment Conditions are satisfied, (d) payment of Permitted Indebtedness to the extent such payment is in kind, (e) refinancings and refundings of such Indebtedness to the extent permitted hereunder, and (f) Permitted Refinancing Indebtedness in respect of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any IndebtednessIndebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any other than Subordinated Indebtedness), (c) repayments and prepayments of Subordinated Indebtedness in accordance with and subject to the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions redemptions, defeasances or defeasances other satisfaction of Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Adjusted Payment Conditions are satisfied, (de) payment Permitted Refinancings of Permitted Indebtedness to the extent such payment is in kindany Indebtedness, (ef) refinancings and refundings of such Indebtedness payments with respect to the extent permitted hereunderTerm Loan Facility Indebtedness, and (fg) Permitted Refinancing Indebtedness in respect the conversion of any such IndebtednessIndebtedness to Equity Interests (other than Disqualified Stock) of a Borrower or any other direct or indirect parent of a Borrower or the repayment of Indebtedness with the proceeds of an issuance of Equity Interests (other than Disqualified Stock or Preferred Stock) of the Lead Borrower or any other direct or indirect parent of the Lead Borrower.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any IndebtednessIndebtedness other than Indebtedness incurred hereunder, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment in respect of the ObligationsMandatory Term Loan Prepayments, (b) as long as no Default or Event of Default then exists, regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding any such payments other than Subordinated Indebtedness), and (ii) Subordinated Indebtedness in violation of accordance with the subordination terms governing any Subordinated Indebtedness)thereof or the applicable subordination agreement relating thereto, (c) voluntary prepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances on account of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Payment Conditions are satisfied, and (ii) Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, and as long as the Payment Conditions are satisfied, and (d) payment of Permitted Indebtedness to the extent such payment is in kind, (e) refinancings and refundings of such Indebtedness to the extent permitted hereunder, and (f) Permitted Refinancing Indebtedness in respect Refinancings of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any IndebtednessIndebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any other than Subordinated Indebtedness), (c) repayments and prepayments of Subordinated Indebtedness in accordance with and subject to the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions redemptions, defeasances or defeasances other satisfaction of Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Payment Conditions are satisfied, (d) payment of Permitted Indebtedness to the extent such payment is in kind, (e) refinancings and refundings Permitted Refinancings of such Indebtedness to the extent permitted hereunderany Indebtedness, and (f) Permitted Refinancing Indebtedness in respect the conversion of any such IndebtednessIndebtedness to Equity Interests (other than Disqualified Stock) of a Borrower or any other direct or indirect parent of a Borrower or the repayment of Indebtedness with the proceeds of an issuance of Equity Interests (other than Disqualified Stock or Preferred Stock) of the Lead Borrower or any other direct or indirect parent of the Lead Borrower.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any IndebtednessIndebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any other than Subordinated Indebtedness), (c) repayments and prepayments of Subordinated Indebtedness in accordance with and subject to the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions redemptions, defeasances or defeasances other satisfaction of Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Payment Conditions are satisfied, (e) Permitted Refinancings of any Indebtedness, (f) the conversion of any Indebtedness to Equity Interests (other than Disqualified Stock) of the Parent or any of its Subsidiaries or any other direct or indirect parent of a Borrower or the repayment of Indebtedness with the proceeds of any contribution to, or the issuance or other sale of, Equity Interests (other than Disqualified Stock or Preferred Stock) of the Parent or any other direct or indirect parent of the Lead Borrower, and (g) repayments and prepayments of Indebtedness incurred pursuant to clauses (b), (c), (d), (e), (f), (j), (k), (n), (o), (p), (q), (v) payment of Permitted Indebtedness (to the extent such payment is in kindmade by any Foreign Subsidiary), (es), or (w) refinancings and refundings of such Indebtedness to the extent permitted hereunder, and (f) definition of Permitted Refinancing Indebtedness in respect of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, or make any payment of Indebtedness owed to Holdings except (a) payment in respect as long as no Default or Event of the ObligationsDefault then exists, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding any such payments other than Subordinated Indebtedness and Indebtedness owed to Holdings), (ii) Subordinated Indebtedness in violation of accordance with the subordination terms governing any Subordinated Indebtedness)thereof, and (iii) Permitted Indebtedness owed to Holdings if, after giving effect thereto, the Payment Conditions are satisfied, (cb) voluntary prepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances on account of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Payment Conditions are satisfied, and (ii) Subordinated Indebtedness in accordance with the subordination terms thereof and as long as the Payment Conditions are satisfied, (d) payment of Permitted Indebtedness to the extent such payment is in kind, (e) refinancings and refundings of such Indebtedness to the extent permitted hereunder, and (fc) Permitted Refinancing Indebtedness in respect Refinancings of any such IndebtednessIndebtedness and (d) voluntary prepayments of the outstanding amount of the Term Loan (as defined in the ABL Credit Agreement) in whole or in part as long as the RP Conditions are satisfied.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, or make any payment of Indebtedness owed to Holdings except (a) payment in respect as long as no Default or Event of the ObligationsDefault then exists, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding any such payments other than Subordinated Indebtedness and Indebtedness owed to Holdings), (ii) Subordinated Indebtedness in violation of accordance with the subordination terms governing any Subordinated Indebtedness)thereof, and (iii) Permitted Indebtedness owed to Holdings if, after giving effect thereto, the Payment Conditions are satisfied, (cb) voluntary prepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances on account of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Payment Conditions are satisfied, (dii) payment of Permitted Subordinated Indebtedness to in accordance with the extent such payment is in kindsubordination terms thereof and as long as the Payment Conditions are satisfied, (e) refinancings and refundings of such Indebtedness to the extent permitted hereunder, and (fc) Permitted Refinancing Indebtedness in respect Refinancings of any such Indebtedness, and (d) voluntary prepayments of the outstanding amount of the Term Loan in whole or in part as long as the RP Conditions are satisfied.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any IndebtednessIndebtedness (other than the Obligations or -118- Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any other than Subordinated Indebtedness), (c) repayments and prepayments of Subordinated Indebtedness in accordance with and subject to the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions redemptions, defeasances or defeasances other satisfaction of Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Payment Conditions are satisfied, (e) Permitted Refinancings of any Indebtedness, (f) the conversion of any Indebtedness to Equity Interests (other than Disqualified Stock) of the Parent or any of its Subsidiaries or any other direct or indirect parent of a Borrower or the repayment of Indebtedness with the proceeds of any contribution to, or the issuance or other sale of, Equity Interests (other than Disqualified Stock or Preferred Stock) of the Parent or any other direct or indirect parent of the Lead Borrower, and (g) repayments and prepayments of Indebtedness incurred pursuant to clauses (b), (c), (d), (e), (f), (j), (k), (n), (o), (p), (q), (v) payment of Permitted Indebtedness (to the extent such payment is in kindmade by any Foreign Subsidiary), (es), or (w) refinancings and refundings of such Indebtedness to the extent permitted hereunder, and (f) definition of Permitted Refinancing Indebtedness in respect of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment in respect of the ObligationsMandatory Term Loan Prepayments, (b) as long as no Event of Default then exists or would result therefrom, regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any Subordinated Indebtedness), (c) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances on account of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Payment Conditions are satisfied, (d) payment refinancings and refundings of Permitted Indebtedness to the extent such payment is in kindcompliance with Section 7.03, (e) refinancings and refundings prepayment of such Indebtedness to the extent permitted hereunder, Obligations and (f) voluntary prepayments, repurchases, redemptions or defeasances of Capital Leases that constitute Permitted Refinancing Indebtedness in respect connection with the termination of the usage of the subject premises by any such IndebtednessLoan Party or its Subsidiaries.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any IndebtednessIndebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any other than Subordinated Indebtedness), (c) repayments and prepayments of Subordinated Indebtedness in accordance with and subject to the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions redemptions, defeasances or defeasances other satisfaction of Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Adjusted Payment Conditions are satisfied, (d) payment of Permitted Indebtedness to the extent such payment is in kind, (e) refinancings and refundings Permitted Refinancings of such Indebtedness to the extent permitted hereunderany Indebtedness, and (f) payments with respect to Obligations (as defined in the Term Loan Credit Agreement as in effect on the Restatement Effective Date), (g) the conversion of any Indebtedness to Equity Interests (other than Disqualified Stock) of Holdco or any other direct or indirect parent of Holdco or the repayment of Indebtedness with the proceeds of an issuance of Equity Interests (other than Disqualified Stock or Preferred Stock) of Holdco or any other direct or indirect parent of Holdco, (h) the purchase, redemption, acquisition, retirement, defeasance or discharge of any notes issued by Safeway or any of its subsidiaries within 90 days of the Restatement Effective Date and any Permitted Refinancing Indebtedness in respect thereof; provided that immediately after giving effect to such purchase, redemption, acquisition or defeasance, Excess Availability shall be not less than $1,000,000,000 and (i) redemptions or redemptions of any such IndebtednessIndebtedness funded solely with Escrow Debt.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, Indebtedness (other than the Obligations or make any payment in violation of any subordination terms of any Subordinated IndebtednessIndebtedness between Loan Parties), except (a) payment payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding any such payments other than Subordinated Indebtedness), in violation each case subject to the terms of the applicable Intercreditor Agreement, (c) repayments or prepayments of Subordinated Indebtedness in accordance with and subject to the subordination terms governing any thereof (which subordination terms may include prohibitions on prepayments of such Subordinated Indebtedness), (c) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so long as the Payment Conditions are satisfied, (d) payment of Permitted Indebtedness to the extent such payment is in kind[reserved], (e) refinancings and refundings Permitted Refinancings of such any Indebtedness to the extent permitted hereunderpursuant to Section 7.03, (f) the conversion of any Indebtedness to Equity Interests (other than Disqualified Stock) of the Parent or any of its Subsidiaries or any other direct or indirect parent of a Borrower or the repayment of Indebtedness with the proceeds of any contribution to, or the issuance or other sale of, Equity Interests (other than any issuance or sale of Disqualified Stock or Preferred Stock) of the Parent or any other direct or indirect parent of the Lead Borrower and which repayment is made substantially concurrent with the receipt of such proceeds, (g) repayments and prepayments of Indebtedness incurred pursuant to clauses (b), (c), (d), (e), (f) (subject to the terms thereof), (j), (n), (o), (p), (q), (s), or (w) of the definition of Permitted Indebtedness and, solely to the extent such Indebtedness is secured on a pari passu basis with the Liens securing the Obligations, such repayment or prepayment is accompanied by a pro rata repayment or prepayment of the Term Loans and, after giving effect to such repayment or prepayment, the Liquidity Condition has been satisfied, clause (u) of the definition of Permitted Indebtedness, in each case subject to the terms of the Intercreditor Agreement or subordination agreement applicable to any such Indebtedness, (h) payments in respect of the ABL Facility Indebtedness subject to the terms of the Intercreditor Agreement, and (fi) Permitted Refinancing repayments and prepayments of Indebtedness in respect accordance with and subject to the terms thereof in an aggregate amount not to exceed (i) $25,000,000 (less the sum of any (x) the aggregate amount of outstanding Investments made pursuant to clause (cc)(i) of the definition of Permitted Investments and (y) the aggregate amount of Restricted Payments made pursuant to Section 7.06(k)(i)) plus (ii) the portion, if any, of the Cumulative Credit on such Indebtednessdate that the Borrowers elect to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Lead Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, that each of the following conditions is satisfied: (i) no Event of Default has occurred or is continuing or would result therefrom, (ii) as to the Cumulative Credit, the pro forma Total Net Leverage Ratio is no greater than 3.00:1.00 and (iii) immediately after giving effect to such repayment or prepayment the Liquidity Condition has been satisfied.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any IndebtednessIndebtedness (other than any Senior Debt), or make any payment in violation of any subordination terms of any Subordinated IndebtednessIndebtedness (other than any Senior Debt), except except: (a) payment mandatory or scheduled payments of principal, interest and fees as and when due in respect of the Obligations, any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof; (b) regularly scheduled the Borrower may prepay, redeem, repurchase or mandatory repayments and prepayments, repurchases, redemptions defease any Indebtedness with the proceeds of any Permitted Amendment or defeasances Refinancing or pursuant to any asset sale tender offers required by the terms of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any Subordinated Indebtedness), ; (c) except during the Extended Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of Permitted (i) Indebtedness permitted under Section 7.03 hereof and not described in clause (but excluding voluntary prepaymentsb), repurchasesabove, redemptions or defeasances of and not constituting Subordinated Indebtedness in violation of the subordination terms governing any Subordinated or intercompany Indebtedness) so , as long as the ABL Payment Conditions are satisfied, (dii) payment of Permitted Subordinated Indebtedness to in accordance with the extent such payment is in kind, (e) refinancings applicable subordination terms thereof and refundings of such Indebtedness to as long as the extent permitted hereunderABL Payment Conditions are satisfied, and (fiii) Permitted Refinancing intercompany Indebtedness in respect accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; and (d) any Permitted Amendment or Refinancing of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any IndebtednessIndebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any other than Subordinated Indebtedness), (c) repayments and prepayments of Subordinated Indebtedness in accordance with and subject to the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions redemptions, defeasances or defeasances other satisfaction of Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Payment Conditions are satisfied, (e) Permitted Refinancings of any Indebtedness, (f) the conversion of any Indebtedness to Equity Interests (other than Disqualified Stock) of the Parent or any of its Subsidiaries or any other direct or indirect parent of a Borrower or the repayment of Indebtedness with the proceeds of an issuance of Equity Interests (other than Disqualified Stock or Preferred Stock) of the Parent or any other direct or indirect parent of the Lead Borrower, and (g) repayments and prepayments of Indebtedness incurred pursuant to clauses (b), (c), (d), (e), (f), (j), (k), (n), (o), (p), (q), (v) payment of Permitted Indebtedness (to the extent such payment is in kindmade by any Foreign Subsidiary), (es), or (w) refinancings and refundings of such Indebtedness to the extent permitted hereunder, and (f) definition of Permitted Refinancing Indebtedness in respect of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Junior Indebtedness, except (a) payment in respect of the Obligations, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any other than Subordinated Indebtedness), (cii) Subordinated Indebtedness in accordance with the subordination terms thereof; provided that if any Specified Event of Default (or event, with the passage of time, the giving of notice or both would constitute a Specified Event of Default) then exists or would arise therefrom, the Loan Parties and their Subsidiaries may not utilize proceeds of Credit Extensions or Proceeds of Collateral to make any such repayments, repurchases, redemptions or defeasances described in this clause (a), (b) voluntary prepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances on account of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Payment Conditions are satisfied, (dii) payment of Permitted Subordinated Indebtedness to (other than the extent such payment is Intercompany Subordinated Indebtedness) in kind, (e) refinancings accordance with the subordination terms thereof and refundings of such Indebtedness to as long as the extent permitted hereunderPayment Conditions are satisfied, and (fiii) the Intercompany Subordinated Indebtedness as long as the RP Conditions are satisfied; and (c) Permitted Refinancing Indebtedness in respect Refinancings of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except except: (a) payment mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness (including Subordinated Indebtedness under the Obligations, Third Lien Loan Documents)) permitted under Section 7.03 hereof; (b) regularly scheduled the Borrower may prepay, redeem, repurchase or mandatory repayments and prepayments, repurchases, redemptions defease any Indebtedness with the proceeds of any Permitted Amendment or defeasances Refinancing or pursuant to any asset sale tender offers required by the terms of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any Subordinated Indebtedness), ; (c) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness payment in kind (but excluding voluntary prepayments, repurchases, redemptions or defeasances and not payment in cash) of Subordinated Indebtedness under the Third Lien Credit Agreement (including payment in violation kind (and not payment in cash) of the subordination terms governing any interest, fees or other amounts in respect such Subordinated Indebtedness) so long as such payments are added to the Payment Conditions are satisfied, principal balance of such Subordinated Indebtedness and not paid for in cash or any other form of consideration; and (d) payment of any Permitted Indebtedness to the extent such payment is in kind, (e) refinancings and refundings of such Indebtedness to the extent permitted hereunder, and (f) Permitted Amendment or Refinancing Indebtedness in respect of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any IndebtednessIndebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any other than Subordinated Indebtedness), (c) repayments and prepayments of Subordinated Indebtedness in accordance with and subject to the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions redemptions, defeasances or defeasances other satisfaction of Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Adjusted Payment Conditions are satisfied, (de) payment Permitted Refinancings of Permitted Indebtedness to the extent such payment is in kindany Indebtedness, (ef) refinancings and refundings of such Indebtedness payments with respect to the extent permitted hereunderTerm Loan Facility Indebtedness, and (fg) Permitted Refinancing Indebtedness in respect the conversion of any such IndebtednessIndebtedness to Equity Interests (other than Disqualified Stock) of a Borrower or any other direct or indirect parent of a Borrower or the repayment of Indebtedness with the proceeds of an issuance of Equity Interests (other than Disqualified Stock or Preferred Stock) of the Lead Borrower or any other direct or indirect parent of the Lead Borrower and (h) prepayments, redemptions, purchases or defeasances as part of the Refinancing (as defined in the Rite Aid Commitment Letter).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment in respect as long as no Default or Event of the ObligationsDefault then exists, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding any such payments other than Subordinated Indebtedness) and (ii) Subordinated Indebtedness in violation of accordance with the subordination terms governing any Subordinated Indebtedness)thereof, (cb) voluntary prepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances on account of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Payment Conditions are satisfied, (dii) payment Subordinated Indebtedness in accordance with the subordination terms thereof and as long as the Payment Conditions are satisfied, and (iii) [reserved], (iv) Indebtedness of Permitted Indebtedness any Loan Party to another Loan Party or a Pathlight Mortgaged Loan Party in accordance with the terms of this Agreement, (c) payments, purchases, redemptions or defeasances of Specified Debt solely to the extent such payment is made with proceeds of other Specified Debt in kind, (e) refinancings and refundings of such Indebtedness to the extent permitted hereunder, and (f) Permitted Refinancing Indebtedness in respect of any such Indebtedness.connection with a refinancing thereof,‌

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment in respect of the Obligations, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any other than Subordinated Indebtedness), (cii) Subordinated Indebtedness in accordance with the subordination terms thereof, and (iii) Permitted Real Estate Indebtedness (b) voluntary prepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances on account of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Payment Conditions are satisfied, (dii) payment Subordinated Indebtedness in accordance with the subordination terms thereof and as long as the Payment Conditions are satisfied, (iii) Permitted Real Estate Indebtedness as long as the Payment Conditions are satisfied and (iv) any Indebtedness (other than Subordinated Indebtedness in violation of Permitted Indebtedness to any subordination terms with respect thereto) so long Unrestricted Cash Payment Conditions are satisfied on the extent date such payment is in kind, (e) refinancings paid and refundings of such Indebtedness to the extent permitted hereunder, payment is paid solely from Unrestricted Cash and (fc) Permitted Refinancing Indebtedness in respect Refinancings of any such Indebtedness. Nothing herein shall preclude the Borrower from prepaying or otherwise satisfying the Obligations hereunder pursuant to Section 2.04 hereof, or from terminating or reducing Commitments hereunder pursuant to Section 2.05 hereof.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any IndebtednessIndebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment payments in respect of the Obligations, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any other than Subordinated Indebtedness), (c) repayments and prepayments of Subordinated Indebtedness in accordance with and subject to the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions redemptions, defeasances or defeasances other satisfaction of Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Adjusted Payment Conditions are satisfied, (d) payment of Permitted Indebtedness to the extent such payment is in kind, (e) refinancings and refundings Permitted Refinancings of such any Indebtedness to the extent permitted hereunder, and (f) Permitted Refinancing Indebtedness in respect the conversion of any such IndebtednessSubordinated Indebtedness to Equity Interests (other than Disqualified Stock) of the Lead Borrower.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any IndebtednessIndebtedness (other than any Senior Debt), or make any payment in violation of any subordination terms of any Subordinated IndebtednessIndebtedness (other than any Senior Debt), except except: (ai) payment mandatory or scheduled payments of principal, interest and fees as and when due in respect of the Obligations, (b) regularly scheduled or mandatory repayments and prepayments, repurchases, redemptions or defeasances of Permitted any Indebtedness (but excluding any such payments in violation of the subordination terms governing any other than Subordinated Indebtedness)) permitted under Section 7.03 hereof; (ii) the Borrower may prepay, redeem, repurchase or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (ciii) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of Permitted (i) Indebtedness permitted under Section 7.03 hereof and not described in clause (but excluding voluntary prepaymentsb), repurchasesabove, redemptions or defeasances of and not constituting Subordinated Indebtedness in violation of the subordination terms governing any Subordinated or intercompany Indebtedness) so , as long as the ABL Payment Conditions are satisfied, (dii) payment of Permitted Subordinated Indebtedness to in accordance with the extent such payment is in kind, (e) refinancings applicable subordination terms thereof and refundings of such Indebtedness to as long as the extent permitted hereunderABL Payment Conditions are satisfied, and (fiii) Permitted Refinancing intercompany Indebtedness in respect accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; and (iv) any Permitted Amendment or Refinancing of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated IndebtednessDebt, except (a) payment in respect as long as no Event of the ObligationsDefault then exists or would result therefrom, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding any such other than Subordinated Debt), (b and other than the Term Loan Obligations), (b) regularly scheduled payments of principal (including regularly scheduled redemptions in violation respect of amortization payments thereon). Mandatory Term Loan Prepayments and interest owing under the subordination terms governing any Subordinated IndebtednessTerm Documents (as in effect on the Second Amendment Effective Date), (c) certain intercompany loans and advances between Borrowers and Guarantor to the extent mutually agreed by the Lead Borrower and the Administrative Agent, including without limitation advances made to the Guarantor for payment of Taxes, (cd) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances on account of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated IndebtednessDebt), (d) payments with respect to the Trade Credit, (e) the reimbursement of expenses of SEP SWH Holdings, L.P. and its Affiliates pursuant to the Management Reimbursement Agreemente) so long as the Payment Conditions are shall have been satisfied, (d) payment voluntary prepayments of Permitted Indebtedness principal with respect to the extent such payment is in kindTerm Loan Obligations, (ef) so long as the Payment Conditions shall have been satisfied, payments and prepayments of interest and principal with respect to Subordinated Debt, and (g) refinancings and refundings of such Indebtedness to the extent permitted hereunder, and (f) Permitted Refinancing Indebtedness in respect of any such Indebtedness.compliance with Section 7.03.20

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment in respect (i) as long as no Event of the ObligationsDefault then exists or would result therefrom, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any other than Equity Incentive Plan Indebtedness and Subordinated Indebtedness), (cii) voluntary prepaymentsso long as no Change of Control would result therefrom, repurchasesregularly scheduled or mandatory repayments, redemptions or defeasances of Permitted Indebtedness Equity Incentive Plan Indebtedness, in each case, payable solely in Equity Interests of the Parent and in no event shall the Loan Parties make any payments in cash with respect to such Equity Incentive Plan Indebtedness, and (but excluding voluntary prepaymentsiii) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Subordinated Indebtedness in violation of accordance with the subordination terms governing any Subordinated Indebtedness) so long as thereof or the Payment Conditions are satisfied, (d) payment of Permitted Indebtedness to the extent such payment is in kind, (e) refinancings and refundings of such Indebtedness to the extent permitted hereunderapplicable subordination agreement related thereto, and (fb) Permitted Refinancing Indebtedness in respect Refinancings of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) payment in respect as long as no Default or Event of the ObligationsDefault then exists, (b) regularly scheduled or mandatory repayments and prepaymentsrepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any other than Subordinated Indebtedness), and (cii) Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, (b) voluntary prepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness (but excluding voluntary prepayments, repurchases, redemptions or defeasances on account of Subordinated Indebtedness in violation of the subordination terms governing any Subordinated Indebtedness) so as long as the Payment Conditions are satisfied, and (ii) Subordinated Indebtedness in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto, and as long as the Payment Conditions are satisfied, (dc) payment of Permitted Indebtedness the Earnout Consideration (as defined in the Etailz Acquisition Agreement), as and when due pursuant to the extent Etailz Acquisition Agreement; provided that the sole source of payment shall be the funds maintained in escrow as the Earnout Escrow Amount with the Escrow Agent (as each such payment term is defined in kind, (e) refinancings and refundings of such Indebtedness to the extent permitted hereunderEtailz Acquisition Agreement), and (fd) Permitted Refinancing Indebtedness in respect Refinancings of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except except: (a) payment (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the Obligations, ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (b) regularly scheduled the Borrower may prepay, redeem, repurchase or mandatory repayments and prepayments, repurchases, redemptions defease any Indebtedness with the proceeds of any Permitted Amendment or defeasances Refinancing or pursuant to any asset sale tender offers required by the terms of Permitted Indebtedness (but excluding any such payments in violation of the subordination terms governing any Subordinated Indebtedness), ; (c) voluntary prepayments, repurchases, redemptions or defeasances of Permitted (i) Indebtedness permitted under Section 7.03 hereof and not described in clause (but excluding voluntary prepaymentsb), repurchasesabove, redemptions or defeasances of and not constituting Subordinated Indebtedness in violation of the subordination terms governing any Subordinated or intercompany Indebtedness) so , as long as the ABL Payment Conditions are satisfied, (dii) payment of Permitted Subordinated Indebtedness to in accordance with the extent such payment is in kind, (e) refinancings applicable subordination terms thereof and refundings of such Indebtedness to as long as the extent permitted hereunderABL Payment Conditions are satisfied, and (fiii) Permitted Refinancing intercompany Indebtedness in respect accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; and (d) any Permitted Amendment or Refinancing of any such Indebtedness.