Common use of Prepayments of Other Indebtedness Clause in Contracts

Prepayments of Other Indebtedness. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness (other than Indebtedness in respect of the ASC Guarantee) except (i) the payment of the Indebtedness created hereunder or under the ABL Facility, (ii) refinancings of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) payments of the SVU 2016 Notes (A) with proceeds of borrowings under the ABL Facility (including any Permitted Refinancing Indebtedness with respect thereto) (provided, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date), (B) so long as no Default or Event of Default shall have occurred and be continuing, with the Net Cash Proceeds of a ▇▇▇▇▇ Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in the case of clauses (vi) and (vii), (A) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the satisfaction of the foregoing clause (A), and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicable, in form and substance satisfactory to the Administrative Agent or (b) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (vii) to the extent permitted at the time of reallocation under such clauses.

Prepayments of Other Indebtedness. Modifications of Certificate of Incorporation, Other Constitutive Documents or By-Laws and Certain Other Agreements, etc. (ai) Make (or give any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or payany prepayment or redemption as a result of any asset sale, change of control or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposessimilar event of, any Subordinated Indebtedness (other than Indebtedness in respect of the ASC Guarantee) or Permitted Parent Notes, except (iw) the payment of the Indebtedness created hereunder as permitted by Sections 6.01(k) or under the ABL Facility, (ii) refinancings of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) payments of the SVU 2016 Notes (A) with proceeds of borrowings under the ABL Facility (including any Permitted Refinancing Indebtedness with respect thereto) (provided, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date6.05(i), (Bx) so long as no Default out of the proceeds of dividends paid to Parent pursuant to 6.05(j), (y) Permitted Parent Notes may be prepaid, redeemed or Event of Default shall have occurred and be continuing, repurchased with the Net Cash Proceeds of a ▇▇▇▇▇ Sale that any issuance of Qualified Capital Stock by Parent (to the extent such Net Cash Proceeds did not increase the Available Basket Amount) and (z) Senior Subordinated Notes may be prepaid, redeemed or repurchased in reliance on the Available Basket Amount; (ii) cause or permit any other obligation (other than the Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (or any similar term), as defined in the documents governing any such Subordinated Indebtedness; (iii) amend or modify, or permit the amendment or modification, assignment or license of any Senior Subordinated Note Document or the indenture governing the Parent Floating Rate Notes, in each case except for amendments or modifications which are not required in any way adverse in any material respect to be applied to prepay Loans hereunder pursuant to Section 2.13 the interests of the Lenders; or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) amend, modify or change the payment articles of secured Indebtedness that becomes due as a result incorporation or other constitutive documents (including by the filing or modification of any certificate of designation) or by-laws of Borrower and the Subsidiaries, or any agreement entered into by them, with respect to their capital stock (including any shareholders’ agreement), or enter into any new agreement with respect to their capital stock, other than any amendments, modifications, agreements or changes pursuant to this clause (iv) which do not in any way materially adversely affect in any material respect the interests of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in the case of clauses (vi) and (vii), (A) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the satisfaction of the foregoing clause (A), and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicable, in form and substance satisfactory to the Administrative Agent or (b) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (vii) to the extent permitted at the time of reallocation under such clausesLenders.

Prepayments of Other Indebtedness. MODIFICATIONS OF ORGANIZATIONAL DOCUMENTS AND OTHER DOCUMENTS, ETC. Directly or indirectly: (a) Make make (or give any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or payany prepayment or redemption as a result of any asset sale, change of control or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposessimilar event of, any Indebtedness (other than Indebtedness in respect of outstanding under the ASC Guarantee) Senior Secured Floating Rate Notes or any Subordinated Indebtedness, except (i) the payment repayment of up to 35% of the Indebtedness created hereunder aggregate principal amount of the Senior Secured Floating Rate Notes with the net cash proceeds from an IPO in accordance with the terms of the Senior Secured Notes Indenture as in effect on the date hereof or under the ABL Facility, (ii) refinancings as otherwise permitted by this Agreement; (b) amend or modify, or permit the amendment or modification of, any provision of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) payments any Senior Secured Note Document in any manner that is adverse in any material respect to the interests of the SVU 2016 Notes Lenders; or (Ac) terminate, amend, modify (including electing to treat any Pledged Interests (as defined in the Security Agreement) as a "security" under Section 8-103 of the UCC) or change any of its Organizational Documents (including by the filing or modification of any certificate of designation), Subordinated Indebtedness or any agreement to which it is a party with proceeds of borrowings under the ABL Facility respect to its Equity Interests (including any Permitted Refinancing Indebtedness stockholders' agreement), or enter into any new agreement with respect thereto) (providedto its Equity Interests, that the ABL Facility other than any such amendments, modifications or changes or such Permitted Refinancing Indebtedness with new agreements which are not adverse in any material respect thereto has a final maturity date at least six months after to the Latest Maturity Date)interests of the Lenders; provided that Borrower may issue such Equity Interests, (B) so long as no Default such issuance is not prohibited by Section 6.13 or Event any other provision of Default shall have occurred and be continuing, with the Net Cash Proceeds of a ▇▇▇▇▇ Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in the case of clauses (vi) and (vii), (A) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the satisfaction of the foregoing clause (A)this Agreement, and containing reasonably detailed calculations certifying as may amend its Organizational Documents to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicable, in form and substance satisfactory to the Administrative Agent or (b) pay in cash authorize any amount in respect of any Indebtedness or preferred such Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (vii) to the extent permitted at the time of reallocation under such clausesInterests.

Prepayments of Other Indebtedness. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness (other than Indebtedness in respect of the ASC Guarantee) except (i) the payment of the Indebtedness created hereunder or under the ABL Facility, (ii) refinancings of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) payments of the SVU 2016 2021 Notes or the SVU 2022 Notes (A) with proceeds of borrowings under the ABL Facility (including any Permitted Refinancing Indebtedness with respect thereto) (provided, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date)Facility, (B) so long as no Default or Event with proceeds of Default shall have occurred and be continuing, with the Net Cash Proceeds of a ▇▇▇▇▇ Sale that are not required to be applied to prepay any Incremental Loans hereunder pursuant to Section 2.13 or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and 125,000,000, (viivi) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in the case of clauses (viv) and (viivi), (A) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the satisfaction of the foregoing clause (A), and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicable, in form and substance reasonably satisfactory to the Administrative Agent or (b) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities, and (vii) any other payment of Indebtedness, provided that (a) the Total Leverage Ratio of the Borrower shall not exceed 2.00:1.00 on a pro forma basis after giving effect to such payment and (b) no Event of Default or Default shall have occurred and be continuing or would result therefrom. Payments originally made in reliance on clause (viv) above may subsequently be reallocated to clauses clause (v) or (viivi) to the extent permitted at the time of reallocation under such clauses.

Prepayments of Other Indebtedness. Modifications of Organizational Documents and Certain Other Documents, etc. Directly or indirectly: (a) Make make or offer to make (or give any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), notice in respect thereof) any voluntary or optional payment or prepayment on or redemption, retirement, defeasance, or acquisition for value of, or payany prepayment, repurchase or commit to payredemption, retirement, defeasance as a result of any asset sale, change in control or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposessimilar event of, any Indebtedness (Subordinated Indebtedness, any Senior Secured Notes, any Senior Unsecured Notes or any Additional Unsecured Notes other than Indebtedness in respect of the ASC Guarantee) except (i) the payment of the Indebtedness created hereunder or under the ABL Facility, (ii) refinancings of Permitted Indebtedness in connection with Permitted Refinancing Indebtedness, (iii) payments of the SVU 2016 Notes (A) with proceeds of borrowings under the ABL Facility (including any Permitted Refinancing Indebtedness with respect theretoto such Indebtedness, (ii) solely with respect to the Senior Secured Notes, so long as the Payment Conditions are satisfied, (providediii) the exchange of Senior Unsecured Notes for Senior Secured Notes in connection with the initial issuance of the Senior Secured Notes, that (iv) any conversion into, or exchange for, Equity Interests (other than Disqualified Capital Stock) plus cash for fractional shares and (v) the ABL Facility or such Effective Discharge of the Senior Unsecured Notes if the Effective Discharge is funded with the proceeds of Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date), (B) so long as no Default or Event of Default shall have occurred and be continuing, with the Net Cash Proceeds of a ▇▇▇▇▇ Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in the case of clauses (vi) and (vii), (A) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the satisfaction Senior Unsecured Notes or from the net cash proceeds from the issuance of the foregoing clause Equity Interests (Aother than Disqualified Capital Stock), and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicable, in form and substance satisfactory to the Administrative Agent or ; (b) pay amend or modify, or permit the amendment or modification of, any provision of (x) any Transaction Document or any Material Indebtedness (including the Senior Secured Notes Documents, the Senior Unsecured Notes Documents and the documents governing the Additional Unsecured Notes) in cash any amount manner that is, or could reasonably be expected to be, adverse in any material respect to the interests of the Agent, the Co-Collateral Agents or any Lender (it being understood that any amendment, modification, supplement or restatement permitted by the Intercreditor Agreement shall not be prohibited by this Section 6.11(b)); or (c) terminate, amend, modify (including electing to treat any Pledged Interests (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC) or change any of its Organizational Documents (including by the filing or modification of any Indebtedness certificate of designation) or preferred any agreement to which it is a party with respect to its Equity Interests that may at the obligor’s option (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not, and could not reasonably be paid expected to be, adverse in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (vii) any material respect to the extent permitted at interests of the time of reallocation under such clausesAgent, the Co-Collateral Agents or any Lender.

Prepayments of Other Indebtedness. Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) Make make (or give any distributionirrevocable notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, whether or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under any Subordinated Indebtedness, except (1) as not otherwise prohibited by this Agreement and (2) (i) pay cash interest that on a current basis is in cash, property, securities or a combination thereof, other than regular scheduled payments excess of principal and 12% per annum (plus 2% default interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness (other than Indebtedness in respect of the ASC Guarantee) except (i) the payment of the Indebtedness created hereunder or required under the ABL FacilitySenior Subordinated Note Documents and not otherwise prohibited hereunder), (ii) refinancings of Permitted Indebtedness with Permitted Refinancing Indebtednesspay reasonable out-of-pocket costs and expenses, (iii) pay "AHYDO" catch-up payments after the fifth anniversary of the SVU 2016 Notes (A) with proceeds of borrowings Closing Date as required under the ABL Facility (including any Permitted Refinancing Indebtedness with respect thereto) (provided, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date), (B) so long as no Default or Event of Default shall have occurred Senior Subordinated Note Documents and be continuing, with the Net Cash Proceeds of a ▇▇▇▇▇ Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment prepayments, redemptions or acquisition for value of secured Indebtedness that becomes due as a result of the voluntary sale Senior Subordinated Notes in accordance with Section 6.01(b) or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided thatany Retained Equity Proceeds attributed thereto, in the case of clauses (vi) and (viii), through (Aiv) at in accordance with the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the satisfaction terms of the foregoing clause (A), and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicable, in form and substance satisfactory to the Administrative Agent or Senior Subordinated Note Documents; (b) pay in cash amend or modify, or permit the amendment or modification of, any amount in respect provision of any Indebtedness Transaction Document (other than Loan Documents) in any manner that is adverse in any material respect to the interests of the Lenders (except in the case of a Senior Subordinated Note Document in accordance with Section 4 of the Subordination Agreement); (c) terminate, amend, modify (including electing to treat any Pledged Interests (as defined in the Security Agreement) as a "security" under Section 8-103 of the UCC) or preferred change any of its Organizational Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders' agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Holdings may at issue such Equity Interests, so long as -105- such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend its Organizational Documents to authorize any such Equity Interests; or (d) cause or permit any other obligation (other than the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (viiSecured Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the extent permitted at the time of reallocation under such clausesSubordination Agreement).

Prepayments of Other Indebtedness. MODIFICATIONS OF ORGANIZATIONAL DOCUMENTS AND OTHER DOCUMENTS, etc. Directly or indirectly: (a) Make make (or give any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or pay, any prepayment or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness (other than Indebtedness in respect of the ASC Guarantee) except (i) the payment of the Indebtedness created hereunder or under the ABL Facility, (ii) refinancings of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) payments of the SVU 2016 Notes (A) with proceeds of borrowings under the ABL Facility (including any Permitted Refinancing Indebtedness with respect thereto) (provided, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date), (B) so long as no Default or Event of Default shall have occurred and be continuing, with the Net Cash Proceeds of a ▇▇▇▇▇ Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the voluntary sale Senior Subordinated Notes, the New Senior Subordinated Notes or transfer of the property or assets securing such any other Subordinated Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in the case of clauses (vi) and (vii), (A) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall have delivered a certificate of a Responsible Officer, certifying except as to the satisfaction of the foregoing clause (A), and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicable, in form and substance satisfactory to the Administrative Agent or otherwise permitted by this Agreement; (b) pay in cash amend or modify, or permit the amendment or modification of, any amount in respect provision of any Indebtedness Transaction Document or preferred any Second Amendment Transaction Document in any manner that is adverse in any material respect to the interests of the Lenders; (c) terminate, amend, modify (not including electing to treat any Pledged Interests (as defined in the U.S. Security Agreement) as a "security" under Section 8-103 of the UCC so long as it has followed the Collateral Agent's reasonable requests to ensure the perfection of the Collateral Agent's security interest in such Pledged Interests) or change any of its Organizational Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders' agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Parent may at issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend its Organizational Documents to authorize any such Equity Interests; or (d) cause or permit any other obligation (other than the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (viiObligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the extent permitted at Senior Subordinated Note Documents or the time of reallocation under such clausesNew Senior Subordinated Note Documents). Notwithstanding the foregoing, the MW Refinancing shall not be prohibited by this Section 6.11.

Prepayments of Other Indebtedness. No Credit Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (a) Make the Obligations, (b) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in a transaction permitted hereunder, provided that any distributionpayment or prepayment of any Term Loan B Obligations pursuant this clause (b) shall be limited to and made solely with the Net Proceeds received by any Credit Party from the sale or other disposition of Term Priority Collateral, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal (c) the Term Loan B Obligations and interest as Indebtedness under subsection 5.5(g) and when due (to the extent not prohibited by applicable subordination provisions5.5(h), provided that in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness (other than Indebtedness in respect of the ASC Guarantee) except each case (i) the payment of the Indebtedness created hereunder or under the ABL Facility, (ii) refinancings of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) payments of the SVU 2016 Notes (A) with proceeds of borrowings under the ABL Facility (including any Permitted Refinancing Indebtedness with respect thereto) (provided, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date), (B) so long as no Default or Event of Default shall have has occurred and be continuing, with the Net Cash Proceeds of a ▇▇▇▇▇ Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 is continuing or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due would arise as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in the case of clauses (vi) and (vii), (A) at the time of such payment, both before and (ii) the average daily Availability (on a pro forma basis after giving effect thereto, no Default or Event to such payment) shall be not less than $75,000,000 for (x) the ninety (90) day period preceding such prepayment of Default the Term Loan B Obligations and (y) for the immediately succeeding period of twelve consecutive months following the date of such payment and (iii) Agent shall have occurred and be continuing and (B) the Borrower shall have delivered received a certificate of a Responsible Officer, certifying as to the satisfaction of the foregoing clause (A), and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicablecertificate, in form and substance reasonably satisfactory to Agent, of a Responsible Officer of the Administrative Agent Borrower Representative certifying that the conditions set forth in clauses (i) and (ii) herein are satisfied and attaching supporting calculations demonstrating the same; (d) a Permitted Refinancing of Indebtedness permitted under subsection 5.5(c), 5.5(d), 5.5(f) (subject to the Term Loan B Intercreditor Agreement) or 5.5(g) (subject to the Supplemental L/C Facility Intercreditor Agreement), (d) prepayment of intercompany Indebtedness to Credit Parties, and (e) in connection with the re-characterization, as a contribution to equity, or the conversion to Stock of existing Investments consisting of extensions of credit by (x) any Credit Party to Talbots (Canada) Corporation or (by) pay Talbots (Canada) Corporation to any Credit Party, in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause each case, as permitted under Sections 5.4(d) and (vi) above may subsequently be reallocated to clauses (v) or (vii) to the extent permitted at the time of reallocation under such clausese).

Prepayments of Other Indebtedness. No Credit Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (a) Make any distributionthe Obligations, whether in cash, property, securities or (b) Indebtedness secured by a combination thereof, other than regular scheduled payments of principal and interest as and when due (to Permitted Lien if the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire asset securing such Indebtedness has been sold or otherwise acquire for considerationdisposed of in a transaction permitted hereunder, provided that any payment or set apart prepayment of any sum for Term Loan B Obligations pursuant this clause (b) shall be limited to and made solely with the aforesaid purposesnet cash proceeds received by any Credit Party from the sale or other disposition of Second Priority Collateral in a transaction permitted hereunder, any Indebtedness (other than Indebtedness in respect of c) the ASC Guarantee) except Term Loan B Obligations, provided that (i) the payment of the Indebtedness created hereunder or under the ABL Facility, (ii) refinancings of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) payments of the SVU 2016 Notes (A) with proceeds of borrowings under the ABL Facility (including any Permitted Refinancing Indebtedness with respect thereto) (provided, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date), (B) so long as no Default or Event of Default shall have has occurred and be continuing, with the Net Cash Proceeds of a ▇▇▇▇▇ Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 is continuing or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due would arise as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in the case of clauses (vi) and (vii), (A) at the time of such payment, both before and (ii) the average daily Availability (on a pro forma basis after giving effect thereto, no Default or Event to such payment) shall be not less than $75,000,000 for (x) the ninety (90) day period preceding such Restricted Payment and (y) for the immediately succeeding period of Default twelve consecutive months following the date of such payment and (iii) Agent shall have occurred and be continuing and (B) the Borrower shall have delivered received a certificate of a Responsible Officer, certifying as to the satisfaction of the foregoing clause (A), and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicablecertificate, in form and substance reasonably satisfactory to Agent, of a Responsible Officer of the Administrative Agent or (b) pay Borrower Representative certifying that the conditions set forth in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (vi) and (ii) are satisfied and attaching supporting calculations demonstrating the same; (d) a Permitted Refinancing of Indebtedness permitted under subsection 5.5(c), (d), (f) or (viig), (d) prepayment of intercompany Indebtedness to Credit Parties, (e) Indebtedness permitted under subsection 5.5(g), (h) or (i) and (f) in connection with the extent re-characterization, as a contribution to equity, or the conversion to Stock of existing Investments consisting of extensions of credit by (x) any Credit Party to Talbots (Canada) Corporation or (y) Talbots (Canada) Corporation to any Credit Party, in each case, as permitted at the time of reallocation under such clausesSections 5.4(d) and (e).

Prepayments of Other Indebtedness. Modifications of Organizational Documents and Other Documents, Etc. Directly or indirectly: (a) Make make any distributionoptional or voluntary payment, whether in cashprepayment, property, securities repurchase or a combination thereof, other than regular scheduled payments redemption of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect ofon, or payotherwise voluntarily or optionally defease, any Subordinated Indebtedness, or commit to paysegregate funds for any such payment, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeemprepayment, repurchase, retire redemption or defeasance, or enter into any derivative or other transaction with any derivatives counterparty obligating Borrower to make payments to such derivatives counterparty as a result of any change in market value of such Indebtedness, except with respect to the prepayment, repurchase, redemption or defeasance (and the segregation of funds related thereto) of Indebtedness with the proceeds of Permitted Refinancings thereof or from the proceeds of equity contributions or issuances of Qualified Capital Stock or in connection with the conversion of Indebtedness to Qualified Capital Stock of Borrower; (b) terminate, amend or modify, or permit the termination, modification of its Organizational Documents other than (i) any such termination, amendments or modifications effected in connection with any transfers permitted by this Agreement and (ii) any such amendments or modifications or such new agreements which are required by the Gaming Laws and otherwise not adverse in any material respect to the interests of Lender or in connection with the transactions permitted under Section 6.04, 6.05 or 6.06; (c) agree to any amendments to, or assignments, terminations or waivers of, any of its rights under, any Permits or Material Agreements without in each case obtaining the prior written consent of Lender if any such amendments, assignments, terminations or waivers would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect (taking into consideration any viable replacements or substitutions therefor at the time such determination is made) or would, individually or in the aggregate, be materially disadvantageous to the interests of Lender; or (d) amend or otherwise acquire for consideration, change the terms of any Financing Agreements or set apart make any sum for the aforesaid purposes, any Indebtedness payment consistent with an amendment thereof or change thereto (other than Indebtedness in respect of the ASC Guarantee) except (i) the Loan Documents and (ii) the First Lien Financing Documents or the documents governing any Senior Qualified Additional Financing to the extent that such amendment or change would not (i) add any prohibition or restriction on the payment of the Indebtedness created hereunder Obligations in addition to those set forth in such agreements or under the ABL Facility, Intercreditor Agreements or this Agreement or (ii) refinancings result in the Borrower breaching clause (y) of Permitted Indebtedness with Permitted Refinancing Indebtednessthe proviso appearing at the end of Section 6.01) if the effect of such amendment or change (or payment) would result in the Borrower breaching clause (y) of the proviso appearing at the end of Section 6.01, change (iiito earlier dates) any dates upon which payments of principal or interest are due thereon, change the SVU 2016 Notes redemption, prepayment or defeasance provisions thereof (A) with proceeds of borrowings under the ABL Facility (including to require any Permitted Refinancing Indebtedness with respect thereto) (provided, that the ABL Facility additional or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date), (B) so long as no Default or Event of Default shall have occurred and be continuing, with the Net Cash Proceeds of a ▇▇▇▇▇ Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in the case of clauses (vi) and (vii), (A) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the satisfaction of the foregoing clause (A), and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (viearlier prepayment) or change the usage of the Cumulative Credit Amount, as applicable, in form and substance satisfactory to the Administrative Agent or (b) pay in cash any amount in respect subordination provisions of any such Indebtedness (or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (vii) to the extent permitted at the time of reallocation under such clausesany guaranty thereof).

Prepayments of Other Indebtedness. (a) Make The Credit Parties shall not, directly or indirectly, voluntarily purchase, redeem, defease or prepay any distributionprincipal of, whether premium, if any, interest or other amount payable in cash, property, securities or a combination thereofrespect of any Indebtedness, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness (other than Indebtedness in respect of the ASC Guarantee) except (i) the payment of the Indebtedness created hereunder or under the ABL Facility, Obligations; (ii) refinancings Indebtedness secured by a Permitted Encumbrance if the asset securing such Indebtedness has been sold or otherwise disposed of Permitted Indebtedness in accordance with Permitted Refinancing Indebtedness, Section 3.7(b); (iii) payments intercompany Indebtedness reflecting amounts owing to Borrower or any Credit Party, subject to any subordination restrictions to which such Indebtedness is subject; (iv) prepayments of any portion of Interim Financing with the SVU 2016 Notes (Ax) Net Proceeds of any Asset Disposition remaining after any prepayment of Obligations required by Section 1.5(c) or of any issuance of Stock described in Section 1.5(d)(2) or (y) proceeds of a Permitted Refinancing; (v) in connection with (and in an amount not exceeding the Net Proceeds of) a Permitted Refinancing; and (vi) with the proceeds of borrowings under the ABL Facility (including any Permitted Refinancing Indebtedness with respect thereto) (provided, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date), (B) so long as no Default or Event of Default shall have occurred and be continuing, with the Net Cash Proceeds of a ▇▇▇▇▇ Sale that are Equity Issuances not required to be applied to prepay Loans hereunder pursuant to Section 2.13 Interim Financing or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuingObligations in accordance with the terms hereof, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments as otherwise permitted by Section 3.5, or (viii) provided that after giving effect to such purchase, redemption, defeasance or prepayment, (x) Borrowing Availability shall be equal to or greater than $12,500,000 and (y) on a pro forma basis for the period of Indebtedness four Fiscal Quarters for which financial statements have been delivered hereunder to the Agent ending on or most recently prior to such redemption or deposit as though such purchase, redemption, defeasance or prepayment occurred on the first day of such period, the Fixed Charge Coverage Ratio shall be at least 1.0:1.0, the purchase, redemption, defeasance or prepayment after the date of this Agreement of the Senior Notes, in an the aggregate cumulative amount not to exceed the Cumulative Credit Amount; provided that, in the case sum of clauses (vi1) $25,000,000 and (vii)2) Net Proceeds of Stock issued by Holdings and applied to such purchase, (A) at the time of such paymentredemption, both before and after giving effect thereto, no Default defeasance or Event of Default shall have occurred and be continuing and (B) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the satisfaction of the foregoing clause (A), and containing reasonably detailed calculations certifying as to compliance prepayment in accordance with the remaining availability pursuant to clause (vi) or Senior Notes Documents as in effect on the usage of the Cumulative Credit Amount, as applicable, in form and substance satisfactory to the Administrative Agent or (b) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (vii) to the extent permitted at the time of reallocation under such clausesClosing Date.

Prepayments of Other Indebtedness. No Credit Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than: (a) Make any distribution, whether in cash, property, securities or the Obligations, (b) Indebtedness secured by a combination thereof, other than regular scheduled payments of principal and interest as and when due (to Permitted Lien if the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire asset securing such Indebtedness has been sold or otherwise acquire for consideration, disposed of in a transaction permitted hereunder; (c) a Permitted Refinancing of Indebtedness permitted under Section 5.5; (d) prepayments of other Indebtedness so long as the amounts prepaid do not exceed $1,000,000 in the aggregate; (e) any mandatory prepayment or set apart any sum for the aforesaid purposes, any mandatory redemption of Indebtedness (other than the First Mortgage Notes) required by the terms thereof; (f) prepayments and redemptions of Indebtedness in respect effected solely with the proceeds of the ASC Guarantee) except (i) the payment issuance, sale or exchange of the Indebtedness created hereunder Stock or under the ABL Facility, (ii) refinancings Stock Equivalents of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) payments of the SVU 2016 Notes (A) with proceeds of borrowings under the ABL Facility (including any Permitted Refinancing Indebtedness with respect thereto) (provided, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date), (B) so long as Holdings provided no Default or Event of Default shall have occurred is continuing or would result therefrom; (g) subject to subsection 5.5(g) and be continuingall applicable subordination provisions (including, with without limitation, those of the Net Cash Proceeds Master Intercompany Note and those of a ▇▇▇▇▇ Sale that are not required the Subordination Agreement described in subsection 5.5(g)), prepayments of intercompany Indebtedness by any Credit Party or its Subsidiary to be applied to prepay Loans hereunder pursuant to Section 2.13 any other Credit Party or prepay loans such Subsidiary; (h) prepayment, redemption, purchase, defeasement or cash collateralize letters satisfaction of credit under the ABL Facility and (C) First Mortgage Notes by Holdings so long as no Default or Event of Default Excess Availability shall have occurred and not be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed less than $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in the case of clauses (vi) and (vii), (A) 50,000,000 at the time of such paymentof, both before and after giving effect theretoto, no Default such prepayment, redemption, purchase, defeasement or Event of Default shall have occurred and be continuing and satisfaction; and (Bi) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the satisfaction of the foregoing clause (A), and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicable, in form and substance satisfactory to the Administrative Agent or (b) pay in cash any amount in respect prepayment by Constar Holland of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (vii) to the extent permitted at the time of reallocation under such clausesConstar Holland Financing.