Common use of Prepayments of Indebtedness Clause in Contracts

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner any Material Permitted Indebtedness for borrowed money (other than the Obligations or Indebtedness under the between Loan DocumentsParties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except that, so (a) as long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions redemptions, defeasances or defeasances other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness; ), (b) as long as no Event of Default has occurred and is continuing, voluntary prepayments, redemptions, repurchases, defeasances or other satisfaction of Permitted Indebtedness (but excluding any payment in violation of the Lead Borrower may voluntarily prepaysubordination terms of any Subordinated Indebtedness) (i) in an amount less than $6,000,000 in the aggregate during the Availability Period as long as the Availability Condition is satisfied, redeemor (ii) constituting intercompany Indebtedness owing by a Loan Party to any Subsidiary that is not a Loan Party so long as an amount equal to such amount prepaid, purchaseredeemed, defease purchased or otherwise satisfy, in each case, prior satisfied is transferred to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to a Loan Party substantially concurrently with such paymentprepayment, redemption, purchase, defeasance purchase or other prepayment transactionsatisfaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings as long as no Event of certain Permitted Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with Section 7.03the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof, or, as applicable, the time of any otherwise applicable mandatory payment thereof in accordance with the terms thereof (including as a result of the Permitted Disposition of any collateral therefor) (it being understood that payments of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted), in any manner any (1) Subordinated Indebtedness or any other Indebtedness secured by a Lien that is junior in priority to the Lien securing the Obligations or is unsecured, or (2) any Material Indebtedness for borrowed money (other than Indebtedness including, without limitation, the Term Loan Obligations or any obligations under the Loan DocumentsPermitted Real Estate Financing), except that, (a) so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or Change of Control would result therefrom, including no Event the conversion (or exchange) of Default arising as a result any Indebtedness to, or the payment of a breach any Indebtedness from the proceeds of Section 7.15 the issuance of, Equity Interests, (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (ab) regularly scheduled or mandatory repaymentsvoluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness; Indebtedness in an amount equal to the sum of (bx) $10,000,000 per year so long as no Event of Default has occurred or would result therefrom, (y) any unused amounts under Section 7.06(h), and (z) in unlimited amounts provided the Payment Conditions are then satisfied, (c) payment or prepayment of Indebtedness owed to (x) the Lead Borrower may voluntarily prepayor any Restricted Subsidiary that is a Loan Party or (y) any other Restricted Subsidiary so long as in the case of this clause (y) either (1) such payment or prepayment is of Indebtedness having a term not in excess of sixty (60) days, redeem, purchase, defease (2) such payment is made by a Restricted Subsidiary that is not a Loan Party or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, (3) after giving effect to such paymentpayment or prepayment, redemption, purchase, defeasance or other prepayment transactionclauses (a) and (b)(x)(i) of the Payment Conditions will be satisfied, (id) either prepayment of Permitted Indebtedness of the type set forth in clause (Ac) Projected Excess Availability and Pro Forma Excess Availability of the definition thereof, (e) prepayment of Permitted Indebtedness of the type set forth in clause (g) of the definition thereof, so long as of such prepayment is made within ninety (90) days following the date of the consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00applicable Permitted Acquisition, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (cf) Permitted Refinancings of certain Permitted Indebtedness any such Indebtedness; provided that any payments or prepayments of Subordinated Debt hereunder shall be made in accordance with Section 7.03the subordination terms applicable thereto.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy more than ninety (90) days prior to the scheduled maturity thereof in any manner manner, or make any Material payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness for borrowed money in an aggregate principal amount during the term of this Agreement in excess of the greater of (other than Indebtedness under x) $75,000,000 and (y) 7.50% of Consolidated EBITDA of the Loan DocumentsBorrower and its Restricted Subsidiaries based on the Most Recent Financial Statements (such Indebtedness, the “Restricted Indebtedness”), except thatexcept, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefromin each case, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):for: (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances the refinancing thereof with the proceeds of any Permitted Indebtedness;Refinancing permitted by Section 7.03, (b) the Lead prepayment of Indebtedness of the Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior any Restricted Subsidiary owed to the scheduled maturity thereof in Borrower or any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior Restricted Subsidiary to the date of such transaction or payment; andextent not prohibited by the subordination provisions applicable thereto, (c) Permitted Refinancings so long as no Event of certain Permitted Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing or would be caused thereby, during the term of this Agreement, prepayments, redemptions, purchases or other payments made to satisfy Restricted Indebtedness (not in accordance violation of any subordination terms in respect thereof) in an amount not to exceed the greater of $500,000,000 and 5.00% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries based on the Most Recent Financial Statements, (d) an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, repurchase or other payment; provided that the portion of the Available Amount attributed to clause (a)(2) of the definition thereof shall not be available for any such prepayments, redemptions, purchases or other payments made to satisfy Restricted Indebtedness made pursuant to this clause (d) if an Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing or would be caused thereby, (e) so long as no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing or would be caused thereby, prepayments, redemptions, purchases or other payments made to satisfy Restricted Indebtedness (not in violation of any subordination terms in respect thereof) shall be permitted so long as the pro forma Total Net Leverage Ratio would be less than 4.00:1.00, and (f) regularly scheduled interest, fees and indemnification obligations due under any document, agreement or instrument evidencing any Restricted Indebtedness or entered into in connection with any Restricted Indebtedness, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Restricted Indebtedness from constituting “applicable high yield discount obligations” within the meaning of Section 7.03163(i)(1) of the Code and principal on the scheduled maturity date of any Restricted Indebtedness (or within ninety (90) days thereof), in each case to the extent not expressly prohibited by the subordination provisions applicable thereto, if any.

Prepayments of Indebtedness. PrepayMake or agree to pay or make, redeemor permit any of the other Loan Parties to make or agree to pay or make, purchasedirectly or indirectly, defease any payment or otherwise satisfyother distribution (whether in cash, securities or other property) of or in each case, prior to the scheduled maturity thereof in respect of principal of or interest on any manner any Material Indebtedness for borrowed money Debt (other than Indebtedness the obligations of the Loan Parties under the Loan Documents), except thator any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Debt (other than the obligations of the Loan Parties under the Loan Documents), other than (i) any payments on account of (a) any Debt when and as such payment was due (including at the maturity thereof if the initial stated maturity thereof is on or prior to the Maturity Date) pursuant to the mandatory payment provisions applicable to such Debt at the time it was incurred (including, without limitation, regularly scheduled payment dates for principal, interest, fees and other amounts due thereon) or any extension thereof thereafter granted by the holder of such Debt, (b) refinancings of Debt otherwise permitted under this Agreement, (c) any Debt owed to the Company or any of its Subsidiaries, (d) Debt secured by a Lien on assets subject to an asset sale not otherwise prohibited under this Agreement and (e) the extinguishment of any intercompany Debt in connection with a dividend or distributions permitted under Section 8.02(e), (ii) payments constituting the exchange of the Company's common stock (other than Redeemable Stock or Exchangeable Stock (as such terms are defined in the Indenture on the Closing Date)) for the Company's outstanding Debt (and any cash payments made in lieu of the issuance of fractional shares) to the extent such exchange is permitted under the Exchange Act, and (iii) so long as no Default Loans or other Obligations (other than any undrawn Letters of Credit) shall be outstanding hereunder and the Company shall have occurred and be continuing prior to or immediately Unrestricted Cash in excess of $100,000,000 after giving effect to thereto, any action described below or would result therefrom, including no Event payment in respect of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Debt.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner manner, or make any Material payment in violation of any subordination terms of, any Indebtedness for borrowed money that is (other than Indebtedness under x) subordinated in right of payment to the Loan DocumentsObligations expressly by its terms, (y) unsecured or (z) secured on a junior lien basis to any Liens securing the Obligations (collectively, the “Junior Indebtedness”), except thatexcept, in each case, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): has occurred and is continuing or would be caused thereby, for (a) regularly scheduled or mandatory repaymentsthe Refinancing thereof with the proceeds of any Permitted Refinancing Indebtedness permitted by Section 6.03, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead prepayment of Indebtedness of the Parent Guarantor, the Borrower may voluntarily prepayor any Restricted Subsidiary owed to the Parent Guarantor, redeemthe Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, purchase(c) prepayments, defease redemptions, purchases or otherwise satisfyother payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $10,000,000 and 25% of Consolidated EBITDA of the Parent Guarantor, in each casethe Borrower and the Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) or, prior to the scheduled maturity thereof in time any manner any Material Indebtedness for borrowed money if, after giving effect such statements are first required to such payment, redemption, purchase, defeasance or other prepayment transaction, (ibe so delivered pursuant to Section 5.01(a) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (Bb), the financial statements delivered pursuant to (x) (1prior to the Funding Date, Section 4.01(d)(i) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2y) on and after the Consolidated Adjusted Fixed Charge Coverage RatioFunding Date, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, Section 4.01(d)(i) and (ii) plus (2) on and after the Lead Borrower Funding Date, so long as the pro forma Total Leverage Ratio would be less than the Total Leverage Ratio as of the Funding Date, an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, repurchase or other payment plus (3) any Net Equity Proceeds, (d) unlimited prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) shall have delivered written certification be permitted so long as the pro forma Total Leverage Ratio would be less than 2.50:1.00, (e) payments of regularly scheduled interest and fees due under any document, agreement or instrument evidencing any Junior Indebtedness or entered into in connection with any Junior Indebtedness, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Indebtedness from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code and a reasonably detailed calculation principal on the scheduled maturity date of item any Junior Indebtedness (i) above seven or within ninety (790) days prior thereof), in each case to the date extent not expressly prohibited by the subordination provisions applicable thereto, if any, and (f) the conversion or exchange of such transaction any Junior Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Parent Guarantor or payment; and (c) Permitted Refinancings any of certain Permitted Indebtedness in accordance with Section 7.03its direct or indirect parents.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Total Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Total Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (ii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis):: (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (including, without limitation, Specified Indebtedness); (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Permitted Indebtedness for borrowed money (including, without limitation, Specified Indebtedness) if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty twenty-five percent (20.025.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2ii) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.25 to 1.00 to 1.00, and (iiiii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item items (i) and (ii) above seven five (75) days Business Days prior to the date of such transaction or payment, it being agreed and understood that this clause (b) shall not prohibit the voluntary prepayment of Specified Indebtedness to the extent otherwise permitted by clause (c) of this Section 7.07); (c) voluntary prepayments, repurchases, redemptions or defeasances of Specified Indebtedness in an aggregate amount not exceeding $250,000,000, as long as (i) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than fifty percent (50.0%) of the Loan Cap, and (ii) the Lead Borrower shall have delivered written certification as to satisfaction, and a reasonably detailed calculation, of item (i) above five (5) Business Days prior to the date of such prepayment; and (cd) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03. For the avoidance of doubt, it is understood and agreed that any payment made in respect of Subordinated Indebtedness shall not be in violation of any subordination terms of any Subordinated Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; (bi) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner the Subordinated Term Loan Obligations if and to the extent permitted in the Intercreditor Agreement and to the extent required pursuant to Section 2.05(e)(ii), (ii) after the expiration of the Bridge Loan Period, the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) either (x) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%) of the Aggregate Loan Cap, or (BBy) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.00 to 1.00, and (iiiiB) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item (iiA) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money (other than Indebtedness under the Loan Documents), except that, so long as no Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basisAvailability using Pro Forma Excess Availability and Projected Excess Availability): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (including, without limitation, Specified Indebtedness); (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Permitted Indebtedness for borrowed money (including, without limitation, Specified Indebtedness) if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty twenty-five percent (20.025.0%) of the Aggregate Loan Cap, or (B) (1) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2ii) the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.25 to 1.00 to 1.00, and (iiiii) the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of item items (i) and (ii) above seven five (75) days Business Days prior to the date of such transaction or payment, it being agreed and understood that this clause (b) shall not prohibit the voluntary prepayment of Specified Indebtedness to the extent otherwise permitted by clause (c) of this Section 7.07); (c) voluntary prepayments, repurchases, redemptions or defeasances of Specified Indebtedness in an aggregate amount not exceeding $150,000,000, as long as (i) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than forty percent (40.0%) of the Loan Cap, and (ii) the Lead Borrower shall have delivered written certification as to satisfaction, and a reasonably detailed calculation, of item (i) above five (5) Business Days prior to the date of such prepayment; and (cd) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03. For the avoidance of doubt, it is understood and agreed that any payment made in respect of Subordinated Indebtedness shall not be in violation of any subordination terms of any Subordinated Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy, in each case, satisfy prior to the scheduled maturity thereof in any manner manner, or make any Material payment in violation of any subordination terms of, any Indebtedness, except (a) the prepayment of the Loans in accordance with the terms of this Agreement, (b) regularly scheduled or required repayments or redemptions of Indebtedness for borrowed money set forth in Schedule 7.03, (c) the Permitted Refinancing of any Indebtedness incurred pursuant to Section 7.03, (d) a prepayment, redemption, purchase, defeasement or other than satisfaction of Indebtedness under made using the Loan Documentsportion, if any, of the Cumulative Credit on the date that the Borrower elects to apply all or a portion thereof to this Section 7.13(d), except such election to be specified in a written notice of a Responsible Officer of the 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, so long as immediately before and after giving effect to any such prepayment, (a) no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness; and (b) the Lead Borrower may voluntarily prepay, redeem, purchase, defease with respect to any prepayment made utilizing clause (b) or otherwise satisfy, in each case, prior to the scheduled maturity thereof in any manner any Material Indebtedness for borrowed money if, after giving effect to such payment, redemption, purchase, defeasance or other prepayment transaction, (i) either (A) Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than twenty percent (20.0%c) of the Aggregate Loan Capdefinition of “Cumulative Credit”, or (B) (1) Projected Excess Availability the Borrower and Pro Forma Excess Availability as of the date of consummation of such payment will its Subsidiaries shall be equal to or greater than twelve and one half percent (12.5%) of the Aggregate Loan Cap and (2) the Consolidated Adjusted Fixed Charge Coverage Ratioin compliance, on a pro-forma Pro Forma Basis, with a maximum Senior Secured Net Leverage Ratio of 4.50:1.00, such compliance to be determined on the basis for of the Measurement Period immediately prior financial information most recently delivered to such transaction the Administrative Agent and the Lenders pursuant to Section 6.01(a) or payment(b), will be equal to or greater than 1.00 to 1.00, and (iie) the Lead Borrower shall have delivered written certification prepayment of Indebtedness under the Revolving Credit Agreement or (f) prepayments, redemptions, purchases, defeasements or other satisfactions of Indebtedness on the Closing Date as to and a reasonably detailed calculation part of item (i) above seven (7) days prior to the date of such transaction or payment; and (c) Permitted Refinancings of certain Permitted Indebtedness in accordance with Section 7.03Transactions.