Common use of Prepayment of Other Indebtedness, Etc Clause in Contracts

Prepayment of Other Indebtedness, Etc. (a) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment of principal or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of, or make any payment (in cash, in kind or otherwise) of interest with respect to, any Subordinated Indebtedness (other than (i) in accordance with the terms of the governing subordination terms and (ii) no such payment in cash shall be made so long as any Default or Event of Default exists or would result from such payment); provided that the Loan Parties may pay (I) the Specified Permitted Acquisition Earnout at any time after the Closing Date either (A) with the issuance of Equity Interests (that do not constitute Disqualified Stock) of the Parent Borrower or (B) so long as after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Parent Borrower is in compliance with the financial covenants in Section 8.11 as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b) and (II) any other Earn Out Obligations or Seller Subordinated Indebtedness at any time after the Closing Date so long as after giving pro forma effect thereto, (x) no Default shall have occurred and be continuing or would result therefrom, (y) the Parent Borrower is in compliance with the financial covenants in (x) Section 8.11(a) less 0.25:1.00 and (y) Section 8.11(b), in each case, as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b), and (z) such payment is permitted by the terms of any subordination or intercreditor agreement applicable to such Earn Out Obligation or Seller Subordinated Indebtedness.

Prepayment of Other Indebtedness, Etc. The Credit Parties will not permit any Consolidated Party to (a) Make if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) except for the exchange of the Subordinated Notes for (A) the Subordinated Remarketed Notes or (B) notes with identical terms as the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment of principal or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange ofof any other Indebtedness of such Consolidated Party, (b) amend or make modify any payment (in cash, in kind or otherwise) of interest with respect to, the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) or any other than (i) payments in accordance with the terms respect of any Subordinated Indebtedness in violation of the subordination provisions of the documents evidencing or governing subordination terms and such Subordinated Indebtedness or (iid) no such payment in cash shall be made so long as any Default or Event except for the exchange of Default exists or would result from such payment); provided that the Loan Parties may pay (I) the Specified Permitted Acquisition Earnout at any time after the Closing Date either Subordinated Notes for (A) with the issuance of Equity Interests (that do not constitute Disqualified Stock) of the Parent Borrower Subordinated Remarketed Notes or (B) so long notes with identical terms as after giving pro forma effect the Subordinated Remarketed Notes registered pursuant to the registration rights agreement attached as an exhibit to the Subordinated Note Purchase Agreement, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (x) no Default including without limitation, by way of depositing money or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Parent Borrower is in compliance securities with the financial covenants in Section 8.11 as trustee with respect thereto before due for the purpose of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b) and (II) any other Earn Out Obligations or Seller Subordinated Indebtedness at any time after the Closing Date so long as after giving pro forma effect thereto, (x) no Default shall have occurred and be continuing or would result therefrom, (y) the Parent Borrower is in compliance with the financial covenants in (x) Section 8.11(a) less 0.25:1.00 and (y) Section 8.11(bpaying when due), in each caserefund, as of the most recently ended fiscal quarter for which financial statements have been (refinance or were required to have been) delivered pursuant to Section 7.01(a) or (b), and (z) such payment is permitted by the terms exchange of any subordination or intercreditor agreement applicable to such Earn Out Obligation or Seller Subordinated Indebtedness.

Prepayment of Other Indebtedness, Etc. (a) Make (Prepay, redeem, purchase, defease or give otherwise satisfy prior to the scheduled maturity thereof in any notice with respect thereto) any voluntary or optional payment or prepayment of principal or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange ofmanner, or make any payment (in cash, in kind or otherwise) violation of interest with respect toany subordination terms of, any Subordinated Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents or as permitted in paragraphs (ib) in accordance with the terms of the governing subordination terms and (iic) no such payment in cash shall be made below); provided that so long as any Default or no Event of Default exists or would result from therefrom, any Loan Party or any Subsidiary may prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof Indebtedness (other than Subordinated Indebtedness and the Investor Note) (i) with the proceeds of any Equity Issuance, (ii) if the Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such payment); provided that prepayment, redemption, repurchase, defeasement or other satisfaction, is less than 3.00 to 1.0, (iii) any mandatory redemption, repayment or repurchase event not in the Loan Parties may pay nature of a default (I) that is triggered by receipt of proceeds of a debt incurrence, equity issuance, asset sale, casualty or other proceeds-generating event and is only to the Specified Permitted Acquisition Earnout at extent of proceeds received or (II) constituting a “special mandatory redemption” or similar requirement applicable to debt securities incurred to finance one or more transactions if such transaction(s) will not be consummated or are not consummated within a specified timeframe, (iv) any time after the Closing Date either (A) bridge loans, extended term loans or other short-term indebtedness with the issuance proceeds of Equity Interests Permitted Junior Debt incurred to refinance such bridge loans, extended term loans or other short-term indebtedness, (that do not constitute Disqualified Stockv) consisting of Senior Notes if at the Parent Borrower time of such prepayment, redemption, repurchase, defeasement or other satisfaction (BI) so long as there are no Revolving Loans outstanding and (II) after giving pro forma effect theretoto such prepayment, (x) no Default redemption, repurchase, defeasement or Event of Default other satisfaction on a Pro Forma Basis, the Borrower shall have occurred and be continuing or would result therefrom and (y) the Parent Borrower is in compliance with the financial covenants set forth in Section 8.11 as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b) and (IIvi) any other Earn Out Obligations or Seller Subordinated Indebtedness at any time after the Closing Date so long as after giving pro forma effect thereto, (x) no Default shall have occurred and be continuing or would result therefrom, (y) the Parent Borrower is in compliance with the financial covenants in (x) Section 8.11(a) less 0.25:1.00 and (y) Section 8.11(b), in each case, as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b), and (z) such payment is permitted by the terms proceeds of any subordination or intercreditor agreement applicable Permitted Junior Debt incurred to refinance such Earn Out Obligation or Seller Subordinated Indebtedness.. 130

Prepayment of Other Indebtedness, Etc. Permit any Consolidated Party to (a) Make if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) amend or modify any of the terms of any Indebtedness of such Consolidated Party (other than Indebtedness under the Loan Documents) if such amendment or modification would add or change any terms in a manner materially adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (ii) make (or give any notice with respect thereto) any voluntary, optional or other non-scheduled payment, prepayment, redemption, acquisition for value (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of such Consolidated Party (other than Indebtedness under the Loan Documents) (in each case, whether or not mandatory), (b) amend or modify any of the terms of any Subordinated Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make principal or interest payments in respect of any Subordinated Indebtedness in violation of the subordination provisions thereof, or (d) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment of principal or redemption or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of, or make any payment (in cash, in kind or otherwise) of interest with respect to, any Subordinated Indebtedness (other than (i) in accordance with the terms of the governing subordination terms and (ii) no such payment in cash shall be made so long as any Default or Event of Default exists or would result from such payment); provided that the Loan Parties may pay (I) the Specified Permitted Acquisition Earnout at any time after the Closing Date either (A) with the issuance of Equity Interests (that do not constitute Disqualified Stock) of the Parent Borrower or (B) so long as after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Parent Borrower is in compliance with the financial covenants in Section 8.11 as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b) and (II) any other Earn Out Obligations or Seller Subordinated Indebtedness at any time after the Closing Date so long as after giving pro forma effect thereto, (x) no Default shall have occurred and be continuing or would result therefrom, (y) the Parent Borrower is in compliance with the financial covenants in (x) Section 8.11(a) less 0.25:1.00 and (y) Section 8.11(b), in each case, as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b), and (z) such payment is permitted by the terms of any subordination or intercreditor agreement applicable to such Earn Out Obligation or Seller Subordinated Indebtedness.

Prepayment of Other Indebtedness, Etc. (a) Make The Borrower will not make (or give any notice with respect thereto) ), or permit any Subsidiary to make (or give notice with respect thereto), any voluntary or optional payment or prepayment of principal or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange ofof any Indebtedness, or make including without limitation Indebtedness under the Senior Note Documents except Indebtedness under the Loan Documents and intercompany debt owed to any payment Loan Party; provided, however, that the Borrower may (in cash, in kind or otherwisea) prepay Indebtedness of interest with respect to, any Subordinated Indebtedness (other than the Loan Parties secured by real property and set forth on Schedule 8.12 so long as (i) in accordance with after giving effect to such prepayment on a Pro Forma Basis, the terms of the governing subordination terms and Borrower does not have any Loans or other amounts outstanding hereunder, (ii) no once such payment Indebtedness is prepaid in cash full, the Liens on such real property shall be made so long as any Default or Event terminated, and the Borrower shall provide evidence of Default exists or would result from such payment); provided that termination to the Loan Parties may pay Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and (I) the Specified Permitted Acquisition Earnout at any time after the Closing Date either (A) with the issuance of Equity Interests (that do not constitute Disqualified Stock) of the Parent Borrower or (B) so long as after giving pro forma effect thereto, (xiii) no Default or Event of Default shall have occurred and be continuing before or would result therefrom and (y) the Parent Borrower is in compliance with the financial covenants in Section 8.11 as of the most recently ended fiscal quarter for which financial statements have been (or were required after giving effect to have been) delivered pursuant to Section 7.01(a) or such prepayment, (b) and (IIrefinance Indebtedness under the Senior Note Documents in accordance with Section 8.12(b)(ii) any other Earn Out Obligations or Seller Subordinated Indebtedness at any time after the Closing Date so long as after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing before or would result therefromafter giving effect to the refinancing of such Indebtedness and (c) repurchase Indebtedness under the Senior Note Documents in an amount not to exceed $20,000,000 in any fiscal year so long as (i) after giving effect to such repurchase on a Pro Forma Basis, the Borrower does not have any Loans or other amounts outstanding hereunder, (yii) no Default or Event of Default shall have occurred and be continuing before or after giving effect to such repurchase and (iii) the Parent Borrower is shall be in compliance on a Pro Forma Basis after giving effect to such repurchase with the financial covenants in Article VII (xand the Borrower shall have provided the Administrative Agent a certificate of a Responsible Officer of the Borrower confirming compliance with clauses (i) Section 8.11(a) less 0.25:1.00 and (y) Section 8.11(bii), in each case, as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b), and (z) such payment is permitted by the terms of any subordination or intercreditor agreement applicable to such Earn Out Obligation or Seller Subordinated Indebtedness.

Prepayment of Other Indebtedness, Etc. Permit any Consolidated Party to (a) Make amend or modify any of the terms of any Indebtedness of such Consolidated Party (other than Indebtedness under the Loan Documents) if such amendment or modification would add or change any terms in a manner which considered in their totality would be adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (b) except, and so long as no Default or Event of Default shall have occurred and be continuing, for payments with respect to (x) obligations under the CII Senior Debenture Indenture and the CII Senior Debentures, (y) the Kaiser Note and (z) other Indebtedness in an aggregate amount not to exceed $10,000,000 during the term of this Agreement, in each case where, after giving effect thereto, there shall be at least $15,000,000 of availability existing under the Aggregate Commitments, (i) make (or give any notice with respect thereto) any voluntary voluntary, optional or optional other non-scheduled payment or prepayment (whether or not mandatory, but excluding any scheduled amortization or payment solely in Capital Stock of principal the Borrower) in respect of any Indebtedness of such Consolidated Party (other than Indebtedness under the Loan Documents), other than in the case of any Disposition of any Property permitted hereunder, the prepayment of any Indebtedness secured by a Lien on such Property, but only from the proceeds of such Disposition, or redemption (ii) make (or give any notice with respect thereto) any cash payments in respect of any of the following: a redemption, acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of, or make of any payment (in cash, in kind or otherwise) Indebtedness of interest with respect to, any Subordinated Indebtedness such Consolidated Party (other than (i) in accordance with the terms of the governing subordination terms and (ii) no such payment in cash shall be made so long as any Default or Event of Default exists or would result from such payment); provided that Indebtedness under the Loan Parties may pay (I) the Specified Permitted Acquisition Earnout at any time after the Closing Date either (A) with the issuance of Equity Interests (that do not constitute Disqualified Stock) of the Parent Borrower or (B) so long as after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Parent Borrower is in compliance with the financial covenants in Section 8.11 as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b) and (II) any other Earn Out Obligations or Seller Subordinated Indebtedness at any time after the Closing Date so long as after giving pro forma effect thereto, (x) no Default shall have occurred and be continuing or would result therefrom, (y) the Parent Borrower is in compliance with the financial covenants in (x) Section 8.11(a) less 0.25:1.00 and (y) Section 8.11(bDocuments), in each case, as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b), and (z) such payment is permitted by the terms of any subordination or intercreditor agreement applicable to such Earn Out Obligation or Seller Subordinated Indebtedness.

Prepayment of Other Indebtedness, Etc. (a) Make The Borrower will not make (or give any notice with respect thereto) ), or permit any Subsidiary to make (or give notice with respect thereto), any voluntary or optional payment or prepayment of principal or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange ofof any Indebtedness, or make including without limitation Indebtedness under the Senior Note Purchase Agreement, the Senior Notes and/or the 2012 Senior Note Documents except Indebtedness under the Loan Documents and intercompany debt owed to any payment Loan Party; provided, however, that the Borrower may (in cash, in kind or otherwisea) of interest with respect to, any Subordinated prepay Indebtedness (other than (i) in accordance with under the terms of Senior Note Purchase Agreement and/or the governing subordination terms and (ii) no such payment in cash shall be made Senior Notes so long as any no Default or Event of Default exists shall have occurred and be continuing before or would result from after giving effect to the prepayment of such payment); provided that Indebtedness, (b) prepay Indebtedness of the Loan Parties may pay (I) the Specified assumed in connection with a Permitted Acquisition Earnout at any time so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect to the Closing Date either prepayment of such Indebtedness, (Ac) refinance Indebtedness under the 2012 Senior Note Documents in accordance with the issuance of Equity Interests (that do not constitute Disqualified Stock) of the Parent Borrower or (BSection 8.12(b)(ii) so long as no Default or Event of Default shall have occurred and be continuing before or after giving pro forma effect theretoto the refinancing of such Indebtedness, (xd) prepay Indebtedness of the Loan Parties described under Item 7 (and the attached spreadsheet) of Schedule 8.12, so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect to the prepayment of such Indebtedness and (e) prepay Indebtedness under the 2012 Senior Notes in an aggregate amount not to exceed $15,000,000 in any fiscal year; so long as (w) no Default or Event of Default shall have occurred and be continuing before or would result therefrom and (y) the Parent Borrower is in compliance with the financial covenants in Section 8.11 as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b) and (II) any other Earn Out Obligations or Seller Subordinated Indebtedness at any time after the Closing Date so long as after giving pro forma effect theretoto any such prepayment, (x) no Default shall have occurred and be continuing the Adjusted Total Debt to EBITDAR Ratio on a Pro Forma Basis after giving effect to any such prepayment is at least 0.25:1.0 less than (or would result therefromone quarter-turn inside) the maximum Adjusted Total Debt to EBITDAR Ratio permitted by Section 7.2 at such time, (y) the Parent Borrower is in compliance with has at least $25,000,000 of availability under the financial covenants in (x) Section 8.11(a) less 0.25:1.00 and (y) Section 8.11(b), in each case, as of the most recently ended fiscal quarter for which financial statements have been (or were required Aggregate Revolving Commitments after giving effect to have been) delivered pursuant to Section 7.01(a) or (b), any such prepayment and (z) such payment is permitted by no Loans nor the terms proceeds of any subordination Borrowing or intercreditor agreement applicable other credit extension hereunder shall be used to make any such Earn Out Obligation or Seller Subordinated Indebtednessprepayment.

Prepayment of Other Indebtedness, Etc. (a) Make The Borrower will not make (or give any notice with respect thereto) ), or permit any Subsidiary to make (or give notice with respect thereto), any voluntary or optional payment or prepayment of principal or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange ofof any Indebtedness, or make including without limitation Indebtedness under the Senior Note Documents except Indebtedness under the Loan Documents and intercompany debt owed to any payment Loan Party; provided, however, that the Borrower may (in cash, in kind or otherwisea) prepay Indebtedness of interest with respect to, any Subordinated Indebtedness (other than the Loan Parties secured by real property and set forth on Schedule 8.12 so long as (i) in accordance with after giving effect to such prepayment on a Pro Forma Basis, the terms of the governing subordination terms and Borrower does not have any Loans or other amounts outstanding hereunder, (ii) no once such payment Indebtedness is prepaid in cash full, the Liens on such real property shall be made so long as any Default or Event terminated, and the Borrower shall provide evidence of Default exists or would result from such payment); provided that termination to the Loan Parties may pay Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and (I) the Specified Permitted Acquisition Earnout at any time after the Closing Date either (A) with the issuance of Equity Interests (that do not constitute Disqualified Stock) of the Parent Borrower or (B) so long as after giving pro forma effect thereto, (xiii) no Default or Event of Default shall have occurred and be continuing before or would result therefrom and (y) the Parent Borrower is in compliance with the financial covenants in Section 8.11 as of the most recently ended fiscal quarter for which financial statements have been (or were required after giving effect to have been) delivered pursuant to Section 7.01(a) or such prepayment, (b) and (IIrefinance Indebtedness under the Senior Note Documents in accordance with Section 8.12(b)(ii) any other Earn Out Obligations or Seller Subordinated Indebtedness at any time after the Closing Date so long as after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing before or would result therefrom, (y) after giving effect to the Parent Borrower is in compliance with the financial covenants in (x) Section 8.11(a) less 0.25:1.00 refinancing of such Indebtedness and (yc) Section 8.11(b)repurchase Indebtedness under the Senior Note Documents in an amount not to exceed $20,000,000 in any fiscal year so long as (i) after giving effect to such repurchase on a Pro Forma Basis, in each case, as of the most recently ended fiscal quarter for which financial statements Borrower does not have been (any Loans or were required to have been) delivered pursuant to Section 7.01(a) or (b), other amounts outstanding hereunder and (zii) such payment is permitted by the terms no Default or Event of any subordination Default shall have occurred and be continuing before or intercreditor agreement applicable after giving effect to such Earn Out Obligation or Seller Subordinated Indebtednessrepurchase.

Prepayment of Other Indebtedness, Etc. (a) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment of principal or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of, or make any payment (in cash, in kind or otherwise) of interest with respect to, any Subordinated Indebtedness (other than (i) in accordance with the terms of the governing subordination terms and (ii) no such payment in cash shall be made so long as any Default or Event of Default exists or would result from such payment); provided that the Loan Parties may pay (I) the Specified Permitted Acquisition Earnout at any time after the Closing Date either (A) with the issuance of Equity Interests (that do not constitute Disqualified Stock) of the Parent Borrower or (B) so long as after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Parent Borrower is in compliance with the financial covenants in Section 8.11 as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b) and (II) any other Earn Out Obligations or Seller Subordinated Indebtedness at any time after the Closing Date so long as after giving pro forma effect thereto, (x) no Default shall have occurred and be continuing or would result therefrom, therefrom and (y) the Parent Borrower is in compliance with the financial covenants in (x) Section 8.11(a) less 0.25:1.00 and (y) Section 8.11(b), in each case, as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b), and (z) such payment is permitted by the terms of any subordination or intercreditor agreement applicable to such Earn Out Obligation or Seller Subordinated Indebtedness.

Prepayment of Other Indebtedness, Etc. (a) Make The Borrower will not make (or give any notice with respect thereto) ), or permit any Subsidiary to make (or give notice with respect thereto), any voluntary or optional payment or prepayment of principal or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange ofof any Indebtedness, or make including without limitation Indebtedness under the Senior Note Purchase Agreement, the Senior Notes and/or the 2012 Senior Note Documents except Indebtedness under the Loan Documents and intercompany debt owed to any payment Loan Party; provided, however, that the Borrower may (in cash, in kind or otherwisea) of interest with respect to, any Subordinated prepay Indebtedness (other than (i) in accordance with under the terms of Senior Note Purchase Agreement and/or the governing subordination terms and (ii) no such payment in cash shall be made Senior Notes so long as any Default or Event of Default exists or would result from such payment); provided that the Loan Parties may pay (I) the Specified Permitted Acquisition Earnout at any time after the Closing Date either (A) with the issuance of Equity Interests (that do not constitute Disqualified Stock) of the Parent Borrower or (B) so long as after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing before or would result therefrom and (y) after giving effect to the Parent Borrower is in compliance with the financial covenants in Section 8.11 as prepayment of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or such Indebtedness, (b) and (II) any other Earn Out Obligations or Seller Subordinated prepay Indebtedness at any time after of the Closing Date Loan Parties assumed in connection with a Permitted Acquisition so long as after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing before or would result therefromafter giving effect to the prepayment of such Indebtedness, (yc) refinance the Parent Borrower is Indebtedness under the 2012 Senior Note Documents in compliance accordance with Section 8.12(b)(ii) so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect to the financial covenants in (x) Section 8.11(a) less 0.25:1.00 refinancing of such Indebtedness and (yd) Section 8.11(b), in each case, as prepay Indebtedness of the most recently ended fiscal quarter for which financial statements Loan Parties described under Item 7 (and the attached spreadsheet) of Schedule 8.12, so long as no Default or Event of Default shall have been (occurred and be continuing before or were required after giving effect to have been) delivered pursuant to Section 7.01(a) or (b), and (z) the prepayment of such payment is permitted by the terms of any subordination or intercreditor agreement applicable to such Earn Out Obligation or Seller Subordinated Indebtedness.

Prepayment of Other Indebtedness, Etc. (a) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment of principal or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of, of any Indebtedness of any Loan Party or make any payment (in cash, in kind or otherwise) of interest with respect to, any Subordinated Indebtedness Subsidiary (other than (i) in accordance with Indebtedness arising under the terms Loan Documents), except as a result of the governing subordination refinancing of such Indebtedness with Indebtedness that (a) has market terms and conditions, (iib) no such has an average life to maturity that is greater than or equal to that of the Indebtedness being extended, renewed or refinanced, (c) does not include an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (d) remains subordinated, if the Indebtedness being refinanced or extended was subordinated to the prior payment of the Obligations, (e) does not exceed, in cash shall be made so long as principal amount, the Indebtedness being renewed, extended or refinanced (plus reasonable fees and expenses incurred in connection therewith) and (f) is not incurred, created or assumed when any Default or Event of Default exists has occurred and is then existing (or would result from such paymenttherefrom); provided that . Notwithstanding anything to the contrary in the foregoing or in any Loan Document, the Loan Parties may pay (I) the Specified Permitted Acquisition Earnout and their Subsidiaries shall be permitted to prepay Earn Out Obligations at any time after the Closing Date either (A) with the issuance of Equity Interests (that do not constitute Disqualified Stock) of the Parent Borrower or (B) time, so long as after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing then exists or would result arise therefrom and (y) the Parent Borrower is in compliance with the financial covenants in Section 8.11 as of the most recently ended fiscal quarter for which financial statements have been (Loan Parties or were required to have been) delivered pursuant to Section 7.01(a) or (b) and (II) any other Earn Out Obligations or Seller Subordinated Indebtedness at any time after the Closing Date so long as after giving pro forma effect thereto, (x) no Default shall have occurred and be continuing or would result therefrom, (y) the Parent Borrower is in compliance with the financial covenants in (x) Section 8.11(a) less 0.25:1.00 and (y) Section 8.11(b), in each case, as of the most recently ended fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 7.01(a) or (b), and (z) their Subsidiaries derive a material benefit from such payment is permitted by the terms of any subordination or intercreditor agreement applicable to such Earn Out Obligation or Seller Subordinated Indebtednessprepayment.