Common use of Prepayments, Etc., of Debt Clause in Contracts

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is subordinated to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advances, except (v) with the proceeds of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Debt was issued, incurred or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (y) payments or prepayments of any Debt payable to the Borrower and (z) in an amount not to exceed the then current Distributable Amount, or (ii) amend, modify or change in any manner any term or condition of any Surviving Debt, Credit Agreement Refinancing Debt, or any Permitted Refinancing in respect thereof, or any Debt incurred under Section 5.02(b)(vii) or (viii), in a manner materially adverse to the Lenders, or permit any of its Subsidiaries to do any of the foregoing other than to repay or prepay any Debt payable to the Borrower.

Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, the principal under the 2007 Senior Notes or make any payment in violation of any subordination terms of, any Debt that is subordinated to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advances, except (v) with the proceeds of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Debt was issued, incurred or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (y) payments or prepayments of any Debt payable to the Borrower and (z) in an amount not to exceed the then current Distributable Amount, 2010 Senior Notes or (iib) amend, modify or change in any manner any term or condition of or relating to the 2007 Senior Notes, the 2010 Senior Notes or any Surviving DebtDebt in any manner that would (i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, Credit Agreement Refinancing Debt, prepayment or any Permitted Refinancing in respect thereof, or any Debt incurred under Section 5.02(b)(vii) or (viii), subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Company or any such Subsidiary; or (iv) otherwise materially increase the obligations of the Company or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing foregoing, other than to repay or prepay any Debt Indebtedness payable to the BorrowerBorrowers or a Guarantor. Notwithstanding the foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, unsecured Indebtedness; provided that either (A) after giving effect to such prepayment on a Pro Forma Basis (1) the Leverage Ratio (as determined by the Administrative Agent) of the Company and its Subsidiaries is less than 3.0:1.0 and (2) the Borrowers shall have at least $35,000,000 of borrowing availability under the Revolving Credit Facility or (B) such prepayment, redemption or purchase results from the exercise of conversion rights under Equity Interests that is in the form of convertible Indebtedness of the Company.

Prepayments, Etc., of Debt. (iA) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is subordinated the Senior Subordinated Notes, (B) prepay, redeem, purchase, defease or otherwise satisfy prior to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advances, except (v) with the proceeds of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect maturity thereof in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained inmanner, the indenture or other agreement pursuant to which such Debt was issued, incurred or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with principal under the terms thereof, (y) payments or prepayments of any Debt payable to the Borrower and (z) in an amount not to exceed the then current Distributable Amount, 2007 Senior Notes or (iiC) amend, modify or change in any manner any term or condition of or relating to the 2007 Senior Notes, any Surviving Debt, Credit Agreement Refinancing Debtthe Senior Subordinated Indenture or, if the Bridge Loans are issued, the Bridge Loan Documentation in any manner that would (1) increase the interest rate or any Permitted Refinancing in respect change (to earlier dates) the dates upon which principal and interest are due thereon; (2) alter the redemption, prepayment or subordination provisions thereof, ; (3) alter the covenants or any Debt incurred under Section 5.02(b)(vii) or (viii), events of default in a manner materially adverse that would make such provisions more onerous or restrictive to the LendersBorrower or any such Subsidiary; or (4) otherwise increase the obligations of the Borrower or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing foregoing, other than to repay or prepay any Debt payable to the BorrowerBorrower or a Subsidiary Guarantor. Notwithstanding the foregoing, the Borrower shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, unsecured Debt; provided that, after giving effect to such prepayment on a pro forma basis (I) the Senior Leverage Ratio (as determined by the Administrative Agent) of the Borrower and its Subsidiaries is less than 3.0:1.0 and (II) the Borrower shall have at least $25,000,000 of borrowing availability under the Revolving Credit Facility.

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is subordinated or permit any of its Subsidiaries to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advances, do so except (vA) with the proceeds of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect payment or prepayment of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with or all of the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement Obligations incurred pursuant to which such Debt was issued, incurred or obtained, (xSection 5.02(b)(v) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (yB) payments subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayments prepayment of any or all of the Obligations under the Loan Documents, (C) prepayments in full of Debt payable incurred pursuant to Section 5.02(b)(ii) but only with the Borrower proceeds of replacement or refinancing Debt permitted under such Section, (D) regularly scheduled or required repayments or redemptions of Surviving Debt and (zE) in an amount not the prepayment of intercompany Debt owed by any Loan Party to exceed the then current Distributable Amountany other Loan Party, or (ii) amend, modify or change in any manner any term or condition of any Surviving Debt, Credit Agreement Refinancing Debt or any Subordinated Debt, or permit any Permitted Refinancing in respect thereofof its Subsidiaries to do so, except for any amendment, modification or any change of Surviving Debt incurred under Section 5.02(b)(viior Subordinated Debt that (A) could not reasonably be expected to adversely affect the Agents or (viii), in a manner materially adverse to the Lenders, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing other and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than to repay the terms of such Surviving Debt or prepay any such Subordinated Debt payable prior to the Borrowerdate of such amendment, modification or change or (iii) amend, modify, or change in any manner any term or condition of the New Third Lien Documents except to the extent permitted by the Third Lien Intercreditor and Subordination Agreement.

Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, the principal under the 2007 Senior Notes or make any payment in violation of any subordination terms of, any Debt that is subordinated to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advances, except (v) with the proceeds of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Debt was issued, incurred or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (y) payments or prepayments of any Debt payable to the Borrower and (z) in an amount not to exceed the then current Distributable Amount, 2010 Senior Notes or (iib) amend, modify or change in any manner any term or condition of or relating to the 2007 Senior Notes, the 2010 Senior Notes or any Surviving DebtDebt in any manner that would (i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, Credit Agreement Refinancing Debt, prepayment or any Permitted Refinancing in respect thereof, or any Debt incurred under Section 5.02(b)(vii) or (viii), subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Borrower or any such Subsidiary; or (iv) otherwise materially increase the obligations of the Borrower or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing foregoing, other than to repay or prepay any Debt Indebtedness payable to the Borrower or a Guarantor. Notwithstanding the foregoing, the Borrower shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, unsecured Indebtedness; provided that either (A) after giving effect to such prepayment on a Pro Forma Basis (1) the Leverage Ratio (as determined by the Administrative Agent) of the Borrower and its Subsidiaries is less than 3.0:1.0 and (2) the Borrower shall have at least $35,000,000 of borrowing availability under the Revolving Credit Facility or (B) such prepayment, redemption or purchase results from the exercise of conversion rights under Equity Interests that is in the form of convertible Indebtedness of the Borrower.

Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, the principal of Permitted Unsecured Indebtedness (excluding Indebtedness set forth on Schedule 3.16 or make any payment in violation of any subordination terms of, any Debt that is subordinated to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advances, except (vIndebtedness incurred under Section 6.1(d)) with the proceeds of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Debt was issued, incurred or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (y) payments or prepayments of any Debt payable to the Borrower and (z) in an amount not to exceed the then current Distributable Amount, or (iib) amend, modify or change in any manner any term or condition of or relating to Permitted Unsecured Indebtedness in any Surviving Debtmanner that would (i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, Credit Agreement Refinancing Debt, prepayment or any Permitted Refinancing in respect thereof, or any Debt incurred under Section 5.02(b)(vii) or (viii), subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Company or any such Subsidiary; or (iv) otherwise materially increase the obligations of the Company or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing foregoing, other than to repay or prepay any Debt Indebtedness payable to the BorrowerCompany or a Guarantor. Notwithstanding the foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, Indebtedness; provided that (A) (i) no Event of Default has occurred and would be continuing or would exist after giving effect to such prepayment, redemption, purchase, defeasance or satisfaction, (ii) the Company shall be in compliance with the financial covenants set forth in Section 6.13 on a Pro Forma Basis; and (iii) the Total Net Leverage Ratio shall be less than or equal to 3.00 : 1.00 on a Pro Forma Basis, (B) such prepayment, redemption, purchase, defeasance or satisfaction is made with the proceeds of Qualified Equity Interests or in exchange for Qualified Equity Interests or is made pursuant to any Permitted Refinancing or with the proceeds of Permitted Unsecured Indebtedness or (C) such prepayment, redemption, purchase, defeasance or satisfaction results from the exercise of put rights by holders of Indebtedness of the Company permitted under Section 6.1(d), arising as a result of the price of the Company’s common stock exceeding a specified price.

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any Debt (other than Obligations), or make any payment in violation of any subordination terms of, of any Debt that is subordinated to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the AdvancesObligations, except (v) as permitted by the applicable subordination agreement or subordination terms with the proceeds of a Permitted Refinancingrespect thereto, (w) regularly scheduled payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Debt was issued, incurred or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (y) payments or prepayments of any Debt payable to the Borrower and (z) in an amount not to exceed the then current Distributable Amount, or (ii) amend, modify or change in any manner any term or condition of any Surviving DebtDebt subordinated to the Obligations except as permitted by the applicable subordination agreement or subordination terms with respect thereto; or (iii) amend or modify any documents or instruments governing any Debt other than the Loan Documents (including, Credit Agreement Refinancing Debtwithout limitation, the Permitted Senior Notes), other than amendments that could not be reasonably expected to have a Material Adverse Effect or adversely affect in any material respect the interests of the Lender Parties. Notwithstanding the foregoing in this Section 5.02(j), the conversion, exchange, settlement and/or redemption of any Permitted Refinancing Convertible Indebtedness, Permitted Bond Hedge Transaction or Permitted Warrant Transaction shall not be prohibited by this Section 5.02(j); provided that (1) any payment made in respect thereofcash to holders of Permitted Convertible Indebtedness in excess of the original principal (or notional) amount thereof and interest thereon (other than payment of customary fees, or any Debt incurred under Section 5.02(b)(vii) or (viiicosts and expenses associated therewith), in a manner materially adverse and interest on such excess amount (except to the Lendersextent that a corresponding amount is received by the Borrower in cash (whether through a direct cash payment or a settlement in shares of stock that are promptly sold for cash) substantially contemporaneously from the other party to a Permitted Bond Hedge Transaction relating to such Permitted Convertible Indebtedness) and (2) any cash payment made in connection with the settlement of a Permitted Warrant Transaction to the extent the Borrower has the option of satisfying such payment obligation through the issuance of shares of common stock, or permit any of its Subsidiaries to do any of may be made, in each case under the foregoing other than to repay clauses (1) and (2), only if (x) no Default or prepay any Debt payable Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis, and (y) the Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the Borrower.Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants set forth in Section 5.04 after giving effect thereto on a pro forma basis. 91

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy satisfy, or permit any of its Subsidiaries to prepay, redeem, purchase, defease or otherwise satisfy, prior to the scheduled maturity thereof in any mannermanner any Junior Debt prior to the Termination Date except (1) mandatory redemptions and prepayments of principal and payments of interest, in each case that are required under the terms of such Junior Debt, (2) prepayments, redemptions, purchases or make any defeasements of such Junior Debt made in connection with the refinancing thereof with Debt permitted under and incurred pursuant to Section 5.02(b)(iii) as long as such Debt is not guaranteed by Subsidiaries of the Borrower other than the Subsidiary Guarantors and, if such Debt so refinanced was subordinated in right of payment in violation of any subordination terms ofto the Obligations, any such refinancing Debt that is subordinated in right of payment to the Advances hereunder, unsecured, or subject to any Lien that is junior obligations at least to the Liens securing the Advancessame extent as such Debt so refinanced, except (v3) any Existing AROP Notes may be refinanced, prepaid, redeemed, repurchased, defeased or otherwise satisfied with the proceeds of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect of any Credit Agreement Existing AROP Notes Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with or (4) prepayments, redemptions, purchases or defeasements of such Junior Debt so long as immediately after giving Pro Forma Effect thereto (A) the terms ofFixed Charge Ratio for the four quarter period ended immediately prior to such prepayment is equal to or greater than 1.0:1.0 (provided, and only that this subclause (A) shall not apply to the extent required by, and subject to any subordination provisions contained in, the indenture Junior Debt incurred or other agreement outstanding pursuant to which such Debt was issued, incurred or obtained, (xSection 5.02(b)(ii)) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (y) payments or prepayments of any Debt payable to the Borrower and (zB) there shall be Liquidity in an the amount not to exceed the then current Distributable Amount, of at least $200,000,000; or (ii) amend, modify amend or change in any manner any term or condition of any Surviving Debt, Credit Agreement Refinancing Debtotherwise modify, or permit Subsidiary to amend or otherwise modify, any Permitted Refinancing in respect thereof, or any Junior Debt incurred under Section 5.02(b)(vii) or (viii), in a manner materially adverse to the Lenders, or permit any of its Subsidiaries to do any of the foregoing other than to repay or prepay any Debt payable to the Borrowerthat would have a Material Adverse Effect.

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is subordinated or permit any of its Subsidiaries to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advances, do so except (vA) with the proceeds of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect payment or prepayment of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with or all of the terms of, and only to Obligations under the extent required by, and subject to any subordination provisions contained in, First Lien Loan Documents or the indenture or other agreement pursuant to which such Debt was issued, incurred or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt Refinanced First Lien Loan Documents in accordance with the terms thereof, (yB) payments subject to the Second Lien Intercreditor and Subordination Agreement, the payment or prepayments prepayment of any or all of the Obligations under the Loan Documents, (C) regularly scheduled or required repayments or redemptions of Surviving Debt payable to the Borrower and (zD) in an amount not to exceed the then current Distributable Amount, prepayment of Debt of any Loan Party by the Parent or any Subsidiary of the Parent or (ii) amend, modify or change in any manner any term or condition of any Surviving Debt or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt (C) would not increase the applicable interest rate of such Surviving Debt, Credit Agreement Refinancing Debt, or any Permitted Refinancing in respect thereof, or any Debt incurred under Section 5.02(b)(vii) or (viii), in a manner materially adverse to the Lenders, or permit any of its Subsidiaries to do any of the foregoing other and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than to repay or prepay any the terms of such Surviving Debt payable prior to the Borrowerdate of such amendment, modification or change; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing (and thereafter make any regularly scheduled or required repayments or redemptions of Debt incurred in connection with any such Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing) and (2) refinance the Debt under the Loan Documents in full or, pursuant to Section 5.02(b)(v) in part.

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any Debt (other than Obligations), or make any payment in violation of any subordination terms of, of any Debt that is subordinated to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the AdvancesObligations, except (v) as permitted by the applicable subordination agreement or subordination terms with the proceeds of a Permitted Refinancingrespect thereto, (w) regularly scheduled payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Debt was issued, incurred or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (y) payments or prepayments of any Debt payable to the Borrower and (z) in an amount not to exceed the then current Distributable Amount, or (ii) amend, modify or change in any manner any term or condition of any Surviving DebtDebt subordinated to the Obligations except as permitted by the applicable subordination agreement or subordination terms with respect thereto; or (iii) amend or modify any documents or instruments governing any Debt other than the Loan Documents (including, Credit Agreement Refinancing Debtwithout limitation, the Permitted Senior Notes), other than amendments that could not be reasonably expected to have a Material Adverse Effect or adversely affect in any material respect the interests of the Lender Parties. Notwithstanding the foregoing in this Section 5.02(j), the conversion, exchange, settlement and/or redemption of any Permitted Refinancing Convertible Indebtedness, Permitted Bond Hedge Transaction or Permitted Warrant Transaction shall not be prohibited by this Section 5.02(j); provided that (1) any payment made in respect thereofcash to holders of Permitted Convertible Indebtedness in excess of the original principal (or notional) amount thereof and interest thereon (other than payment of customary fees, or any Debt incurred under Section 5.02(b)(vii) or (viiicosts and expenses associated therewith), in a manner materially adverse and interest on such excess amount (except to the Lendersextent that a corresponding amount is received by the Borrower in cash (whether through a direct cash payment or a settlement in shares of stock that are promptly sold for cash) substantially contemporaneously from the other party to a Permitted Bond Hedge Transaction relating to such Permitted Convertible Indebtedness) and (2) any cash payment made in connection with the settlement of a Permitted Warrant Transaction to the extent the Borrower has the option of satisfying such payment obligation through the issuance of shares of common stock, or permit any of its Subsidiaries to do any of may be made, in each case under the foregoing other than to repay clauses (1) and (2), only if (x) no Default or prepay any Debt payable Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis, and (y) the Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the BorrowerAdministrative Agent confirming the foregoing and demonstrating compliance with the financial covenants set forth in Section 5.04 after giving effect thereto on a pro forma basis.

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is subordinated or permit any of its Subsidiaries to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advances, do so except (vA) the payment or prepayment of any or all of the Obligations under the Note Purchase Documents, (B) prepayments in full of Debt incurred pursuant to Section 5.02(b)(ii) but only with the proceeds of a Permitted Refinancingreplacement or refinancing Debt permitted under such Section, (wC) regularly scheduled payments prepayments in full of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance incurred pursuant to Section 5.02(b)(iii) but only with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture proceeds of replacement or other agreement pursuant to which refinancing Debt permitted under such Debt was issued, incurred or obtainedSection, (xD) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereofDebt, (y) payments or prepayments of any Debt payable to the Borrower and (zE) in an amount not the prepayment of intercompany Debt owed by any Obligor to exceed any other Obligor by the then current Distributable AmountParent or any Subsidiary of the Parent, or (ii) amend, modify or change in any manner any term or condition of any Surviving Debt, Credit Agreement Refinancing Debt or any Subordinated Debt, or permit any Permitted Refinancing of its Subsidiaries to do so, except in respect thereofeach case for any amendment, modification or change of any such Debt incurred under Section 5.02(b)(viithat (A) could not reasonably be expected to adversely effect the Note Purchasers, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (viii), in a manner materially adverse to C) would not increase the Lendersapplicable interest rate of such Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing other foregoing, and (D) shall not contain mandatory redemption, prepayment, covenant or event of default provisions materially more restrictive than to repay the terms of such Surviving Debt or prepay any Subordinated Debt payable prior to the Borrowerdate of such amendment, modification or change, or (iii) amend, modify or change in any manner any term or condition of the Second Lien Loan Documents or the New Third Lien Documents except, in each case, to the extent such amendment, modification or change is permitted by the Intercreditor and Subordination Agreements.

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is subordinated or permit any of its Subsidiaries to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advances, do so except (vA) with the proceeds of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect payment or prepayment of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with or all of the terms ofObligations under the First Lien Loan Documents or, and only to the extent required by, and subject to any subordination provisions contained inRefinanced First Lien Loan Documents, the indenture Second Lien Loan Document or other agreement pursuant to which such Debt was issued, incurred or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt the Refinanced Second Lien Loan Documents in accordance with the terms thereof, (yB) payments subject to the Third Lien Intercreditor and Subordination Agreement, the payment or prepayments prepayment of any or all of the Obligations under the Loan Documents, (C) regularly scheduled or required repayments or redemptions of Surviving Debt payable to the Borrower and (zD) in an amount not to exceed the then current Distributable Amount, prepayment of Debt of any Loan Party by the Parent or any Subsidiary of the Parent or (ii) amend, modify or change in any manner any term or condition of any Surviving Debt or permit any of its Subsidiaries to do so, except for any amendment, modification or change of Surviving Debt that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt (C) would not increase the applicable interest rate of such Surviving Debt, Credit Agreement Refinancing Debt, or any Permitted Refinancing in respect thereof, or any Debt incurred under Section 5.02(b)(vii) or (viii), in a manner materially adverse to the Lenders, or permit any of its Subsidiaries to do any of the foregoing other and (D) will not contain mandatory redemption prepayment covenant or event of default provisions materially more restrictive than to repay or prepay any the terms of such Surviving Debt payable prior to the Borrowerdate of such amendment, modification or change; provided that, notwithstanding the foregoing, the Parent and its Subsidiaries may consummate any Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing (and thereafter make any regularly scheduled or required repayments or redemptions of Debt incurred in connection with any such Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing).

Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, the principal of Permitted Unsecured Indebtedness (excluding Indebtedness set forth on Schedule 3.16 or make Indebtedness incurred under Section 6.1(d)) or the 2017 Senior Notes (or any payment in violation of any subordination terms of, any Debt that is subordinated to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advances, except (v) with the proceeds of Indebtedness constituting a Permitted Refinancing, (wRefinancing thereof) regularly scheduled payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Debt was issued, incurred or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (y) payments or prepayments of any Debt payable to the Borrower and (z) in an amount not to exceed the then current Distributable Amount, or (iib) amend, modify or change in any manner any term or condition of any Surviving Debt, Credit Agreement Refinancing Debt, or relating to Permitted Unsecured Indebtedness or the 2017 Senior Notes (or any Indebtedness constituting a Permitted Refinancing thereof) in respect thereofany manner that would (i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or any Debt incurred under Section 5.02(b)(vii) or (viii), subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Company or any such Subsidiary; or (iv) otherwise materially increase the obligations of the Company or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing foregoing, other than to repay or prepay any Debt Indebtedness payable to the BorrowerCompany or a Guarantor. Notwithstanding the foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, Indebtedness; provided that (A) (i) no Event of Default has occurred and would be continuing or would exist after giving effect to such prepayment, redemption, purchase, defeasance or satisfaction, (ii) the Company shall be in compliance with the financial covenants set forth in Section 6.13 on a Pro Forma Basis; and (iii) the Total Net Leverage Ratio shall be less than or equal to 3.75 to 1.00 on a Pro Forma Basis, (B) such prepayment, redemption, purchase, defeasance or satisfaction is made with the proceeds of Qualified Equity Interests or in exchange for Qualified Equity Interests or is made pursuant to any Permitted Refinancing or with the proceeds of Permitted Unsecured Indebtedness or (C) such prepayment, redemption, purchase, defeasance or satisfaction results from the exercise of put rights by holders of Indebtedness of the Company permitted under Section 6.1(d), arising as a result of the price of the Company’s common stock exceeding a specified price.

Prepayments, Etc., of Debt. (ia) PrepayParent shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, (x) voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that payments of regularly scheduled interest shall be permitted unless such payments violate any subordination terms of any Junior Financing Documentation) any Permitted Junior Debt, Term Debt, Term Refinancing Debt or any Permitted Refinancing of any of the foregoing, or (y) prepay the Term Debt or Term Refinancing Debt out of excess cash flow (or an equivalent terms) in accordance with the terms thereof, or (z) make any payment in violation of any subordination terms of, of any Debt that is subordinated to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advances, Junior Financing Documentation except (vi) with the proceeds of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing permitted in respect thereof in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Debt was issued, incurred or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (yii) payments or prepayments the conversion of any such Debt payable to the Borrower and (z) in an amount not to exceed the then current Distributable Amount, or (ii) amend, modify or change in any manner any term or condition of any Surviving Debt, Credit Agreement Refinancing Debt, or any Permitted Refinancing thereof) to Equity Interests (other than Disqualified Equity Interests unless such Disqualified Equity Interests would be permitted by Section 10.2.3) of Parent, (iii) the prepayment of Debt of Parent or any Restricted Subsidiary to Parent or any Restricted Subsidiary to the extent not prohibited by applicable subordination provisions, (iv) prepayments, redemptions, purchases, defeasances, other payments and satisfaction from the proceeds of equity issuances, (v) AHYDO catch-up payments, (vi) any payment permitted to be made pursuant to Section 10.2.6(i) if it were a Restricted Payment, and (vii) other prepayments, redemptions, purchases, defeasances and other payments in respect thereofof Debt subject to the satisfaction of the Debt Repayment Conditions in connection therewith. For greater certainty, nothing in this Section 10.2.13(a) or elsewhere in this Agreement shall limit or restrict the ability of Parent or any Restricted Subsidiary to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Existing Series A Notes or Existing Series B Notes or any Debt incurred under Section 5.02(b)(vii) or (viiilisted on Schedule 10.2.3(b), in a manner materially adverse to each case that remain outstanding after the Lenders, or permit any of its Subsidiaries to do any consummation of the foregoing Recapitalization Transactions and the other than to repay or prepay any Debt payable to Transactions on the BorrowerClosing Date.

Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is subordinated or permit any of its Subsidiaries to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advancesdo so, except (vA) with subject to the proceeds terms of a Permitted Refinancingthe Third Lien Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Purchase Documents, (wB) regularly scheduled payments of interest in respect the payment or prepayment of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof or all of the Obligations incurred in accordance with Section 5.02(b)(iii), (C) subject to the terms of, of the Second Lien Intercreditor and only to the extent required by, and subject to any subordination provisions contained inSubordination Agreement, the indenture payment or other agreement pursuant to which such Debt was issued, prepayment of any or all of the Obligations incurred or obtainedin accordance with Section 5.02(b)(ii), (xD) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereofDebt, (y) payments or prepayments of any Debt payable to the Borrower and (zE) in an amount not the prepayment of intercompany Debt owed by any Obligor to exceed any other Obligor by the then current Distributable AmountParent or any Subsidiary of the Parent, or (ii) amend, modify or change in any manner any term or condition of any Surviving Debt, Credit Agreement Refinancing Debt or any Subordinated Debt, or permit any Permitted Refinancing of its Subsidiaries to do so, except in respect thereofeach case for any amendment, modification or change of such Surviving Debt or Subordinated Debt that (A) could not reasonably be expected to adversely effect the Purchasers, (B) would not accelerate the scheduled amortization or final maturity date of such Surviving Debt or Subordinated Debt or increase the amounts due on any scheduled amortization date, (C) would not increase the applicable interest rate of such Surviving Debt incurred under Section 5.02(b)(vii) or (viii), in a manner materially adverse to the LendersSubordinated Debt, or permit any of its Subsidiaries to do any of the foregoing other foregoing, and (D) shall not contain mandatory redemption, prepayment, covenant or event of default provisions materially more restrictive than to repay the terms of such Surviving Debt or prepay any Subordinated Debt payable prior to the Borrowerdate of such amendment, modification or change.

Prepayments, Etc., of Debt. Unless (ix) Prepaythe Leverage Ratio is not more than 3.75:1.00, as set forth in the most recent officer’s certificate received by the Administrative Agent pursuant to Section 5.03(b) or Section 5.03(c) or (y) irrespective of whether the preceding clause (x) is applicable, an Investment Grade Period shall have commenced after the date hereof (irrespective of whether such Investment Grade Period shall have ended), prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt that is subordinated to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the AdvancesMaterial Debt, except (vi) with the proceeds prepayment of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof the Advances in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Debt was issued, incurred or obtainedof this Agreement, (xii) regularly scheduled or other required repayments or redemptions of Surviving Material Debt (other than payments in respect of Material Debt constituting Subordinated Debt which are in contravention of the subordination provisions thereof), (iii) any prepayments or redemptions of Material Debt in accordance connection with the terms thereofa refunding or refinancing of such Material Debt with Refinancing Debt, (yiv) payments of secured Material Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Debt, (v) payments in respect of Material Debt owed to the Parent or any Subsidiary, and (vi) redemptions, prepayments or defeasance at any time of any senior or subordinated Material Debt payable to and premium thereon (whether secured or unsecured) of the Borrower or of any Subsidiaries, provided that no Default shall have occurred and (z) be continuing at such time or would result therefrom and after giving effect thereto, the sum of the Unused Revolving Credit Commitments and Unrestricted Cash shall not be less than $100,000,000, provided, further that in an the case of any such redemption, prepayment or defeasance of Material Debt with a scheduled maturity date later than the earliest Termination Date, the amount of such redemption, prepayment or defeasance shall not to exceed the then current Distributable Amount, Available Basket Amount Not Otherwise Applied at such time; or (ii) amend, modify or change in any manner materially adverse to the Lender Parties any term or condition of any Surviving Material Debt or Subordinated Debt, Credit Agreement Refinancing Debt, or any Permitted Refinancing in respect thereof, or any Debt incurred under Section 5.02(b)(vii) or (viii), in a manner materially adverse to the Lenders, or permit any of its Subsidiaries to do any of the foregoing other than to repay or prepay any Debt payable to the Borrower.

Prepayments, Etc., of Debt. (i) PrepayNo Borrower shall, nor shall any Borrower permit any of its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make manner any payment in violation of any subordination terms of, any Debt that is subordinated to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the AdvancesDebt, except (va) with the proceeds prepayment of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof the Loans in accordance with the terms of this Agreement and the prepayment of Debt payable to LS&Co, (b) the payment of the outstanding principal amount of, premium or penalty, if any, and only interest on any Debt (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of a permitted Disposition, (c) the prepayment of secured Debt, in whole or in part, in conjunction with the refinancing of such Debt provided that (i) the proceeds from such refinancing are sufficient to prepay such Debt or part thereof being refinanced and (ii) there is no increase in the Aggregate Revolver Outstandings as a result of such prepayment, (d) the close out of Ordinary Course Hedge Agreements, (e) Debt of LS&Co to any of its Subsidiaries (other than the Excluded Subsidiary) and Debt of any of its Subsidiaries (other than the Excluded Subsidiary) to LS&Co or any of its other Subsidiaries (other than the Excluded Subsidiary) to the extent required by, and subject such Debt to any subordination provisions contained in, the indenture or other agreement be prepaid is permitted pursuant to which such Debt was issuedSection 7.15, incurred or obtainedin each case, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the any subordination terms thereof, (f) prepayment by Foreign Subsidiaries of Debt of Foreign Subsidiaries; (g) mandatory prepayments required under the documentation for an IP Facility; and (h) prepayments of LS&Co’s outstanding 12.25% senior notes due December 2012; provided that (i) the requirements of this Section 7.24 shall not apply (A) during any Minimum Excess Availability Period (I) occurring during the period beginning on the Amendment Date and ending on the Trademark Subfacility Payoff Date (so long as (x) after giving effect to any proposed prepayment, redemption, purchase, defeasance or other satisfaction of Debt, Availability would not be less than $125,000,000 and (y) payments immediately before and after giving effect to any proposed prepayment, redemption, purchase, defeasance or prepayments other satisfaction of Debt, no Default or Event of Default has occurred and is continuing) or (II) occurring during the period beginning on the date after the Trademark Subfacility Payoff Date (so long as (x) after giving effect to any Debt payable to the Borrower proposed prepayment, redemption, purchase, defeasance or other satisfaction of Debt, Availability would not be less than $25,000,000 and (zy) in an amount not immediately before and after giving effect to exceed any proposed prepayment, redemption, purchase, defeasance or other satisfaction of Debt, no Default or Event of Default has occurred and is continuing) or (B) to any prepayment, redemption, purchase, defeasance or other satisfaction of Debt made with the then current Distributable Amountproceeds of the issuance of Equity Interests of LS&Co or any Foreign Subsidiary, or and (ii) amendno Default or Event of Default shall be deemed to have occurred following any Minimum Excess Availability Period 60 based solely on any prepayments, modify redemptions, purchases, defeasances or change other satisfactions of Debt made, declared or otherwise paid during any Minimum Excess Availability Period and any such prepayments, redemptions, purchases, defeasances or other satisfactions of Debt shall not be taken into account when applying the dollar limitations set forth in any manner any term or condition of any Surviving Debt, Credit Agreement Refinancing Debt, or any Permitted Refinancing in respect thereof, or any Debt incurred under this Section 5.02(b)(vii) or (viii), in a manner materially adverse to the Lenders, or permit any of its Subsidiaries to do any of the foregoing other than to repay or prepay any Debt payable to the Borrower7.24.

Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, the principal of Permitted Unsecured Indebtedness (excluding Indebtedness set forth on Schedule 3.16 or make any payment in violation of any subordination terms of, any Debt that is subordinated to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advances, except (vIndebtedness incurred under Section 6.1(d)) with the proceeds of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Debt was issued, incurred or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (y) payments or prepayments of any Debt payable to the Borrower and (z) in an amount not to exceed the then current Distributable Amount, or (iib) amend, modify or change in any manner any term or condition of or relating to Permitted Unsecured Indebtedness in any Surviving Debtmanner that would (i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, Credit Agreement Refinancing Debt, prepayment or any Permitted Refinancing in respect thereof, or any Debt incurred under Section 5.02(b)(vii) or (viii), subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Company or any such Subsidiary; or (iv) otherwise materially increase the obligations of the Company or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing foregoing, other than to repay or prepay any Debt Indebtedness payable to the BorrowerCompany or a Guarantor. Notwithstanding the foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, Indebtedness; provided that (A) (i) no Event of Default has occurred and would be continuing or would exist after giving effect to such prepayment, redemption, purchase, defeasance or satisfaction, (ii) the Company shall be in compliance with the financial covenants set forth in Section 6.13 on a Pro Forma Basis; and (iii) the Total Net Leverage Ratio shall be less than or equal to 2.75 : 1.00 on a Pro Forma Basis, (B) such prepayment, redemption, purchase, defeasance or satisfaction is made with the proceeds of Qualified Equity Interests or in exchange for Qualified Equity Interests or is made pursuant to any Permitted Refinancing or with the proceeds of Permitted Unsecured Debt or (C) such prepayment, redemption, purchase, defeasance or satisfaction results from the exercise of put rights by holders of Indebtedness of the Company permitted under Section 6.1(d), arising as a result of the price of the Company's common stock exceeding a specified price.

Prepayments, Etc., of Debt. The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, (ia) Prepayprepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, the 2010 Senior Notes or make any payment in violation of any subordination terms of, any Debt that is subordinated to the Advances hereunder, unsecured, or subject to any Lien that is junior to the Liens securing the Advances, except (v) with the proceeds of a Permitted Refinancing, (w) regularly scheduled payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Debt was issued, incurred or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (y) payments or prepayments of any Debt payable to the Borrower and (z) in an amount not to exceed the then current Distributable Amount, Euro Notes or (iib) amend, modify or change in any manner any term or condition of or relating to the 2010 Senior Notes, the Euro Notes or any Surviving DebtDebt in any manner that would (i) increase the interest rate or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, Credit Agreement Refinancing Debt, prepayment or any Permitted Refinancing in respect thereof, or any Debt incurred under Section 5.02(b)(vii) or (viii), subordination provisions thereof in a manner that would be materially adverse to the Lenders; (iii) alter the covenants or events of default in a manner that would make such provisions materially more onerous or restrictive to the Company or any such Subsidiary; or (iv) otherwise materially increase the obligations of the Company or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing foregoing, other than to repay or prepay any Debt Indebtedness payable to the BorrowerBorrowers or a Guarantor. Notwithstanding the foregoing, the Company shall be permitted to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, Indebtedness; provided that either (A) after giving effect to such prepayment on a Pro Forma Basis (1) the Company will be in compliance with the financial covenants set forth in Section 5.9 and (2) the Borrowers shall have at least $35,000,000 of borrowing availability under the Revolving Credit Facility or (B) such prepayment, redemption or purchase results from the exercise of conversion rights under Equity Interests that is in the form of convertible Indebtedness of the Company.

Prepayments, Etc., of Debt. (ia) PrepayParent shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, (x) voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that payments of regularly scheduled interest shall be permitted unless such payments violate any subordination terms of any Junior Financing Documentation) any Permitted Junior Debt, Term Debt, Term Refinancing Debt, UST Tranche A Facility Indebtedness, UST Tranche A Refinancing Debt, UST Tranche B Facility Indebtedness, UST Tranche B Refinancing Debt, Specified Pension Fund Obligations (except for any voluntary prepayment, redemption, purchase, defeasance or other satisfaction of any Specified Pension Fund Obligations made within five (5) Business Days of any stated maturity date or scheduled payment date therefor) or any Permitted Refinancing of any of the foregoing, or (y) prepay the Term Debt, Term Refinancing Debt, UST Tranche A Facility Indebtedness, UST Tranche A Refinancing Debt, UST Tranche B Facility Indebtedness, UST Tranche B Refinancing Debt out of excess cash flow (or an equivalent terms) in accordance with the terms thereof, or (z) make any payment in violation of any subordination terms ofof any Junior Financing Documentation except (i) any Permitted Refinancing permitted in respect thereof, (ii) the conversion of any such Debt that is subordinated (or any Permitted Refinancing thereof) to Equity Interests (other than Disqualified Equity Interests unless such Disqualified Equity Interests would be permitted by Section 10.2.3) of Parent, (iii) the prepayment of Debt of Parent or any Restricted Subsidiary to Parent or any Restricted Subsidiary to the Advances hereunderextent not prohibited by applicable subordination provisions, unsecured(iv) prepayments, or subject to any Lien that is junior to redemptions, purchases, defeasances, other payments and satisfaction from the Liens securing the Advancesproceeds of equity issuances, except (v) with the proceeds of a Permitted RefinancingAHYDO catch-up payments, (wvi) regularly scheduled any payment permitted to be made pursuant to Section 10.2.6(i) if it were a Restricted Payment, and (vii) other prepayments, redemptions, purchases, defeasances and other payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with the terms of, and only subject to the extent required bysatisfaction of the Debt Repayment Conditions in connection therewith. For greater certainty, and subject nothing in this Section 10.2.13(a) or elsewhere in this Agreement shall limit or restrict the ability of Parent or any Restricted Subsidiary to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any subordination provisions contained in, the indenture Existing Series A Notes or other agreement pursuant to which such Debt was issued, incurred Existing Series B Notes or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (y) payments or prepayments of any Debt payable to listed on Schedule 10.2.3(b), in each case that remain outstanding after the Borrower consummation of the Recapitalization Transactions and (z) in an amount not to exceed the then current Distributable Amount, other Transactions on the Closing Date or (ii) amendany ordinary course obligations that were deferred, modify partially paid, postponed or change in any manner any term or condition of any Surviving Debt, Credit Agreement Refinancing Debt, or any Permitted Refinancing in respect thereof, or any Debt incurred under Section 5.02(b)(vii) or (viii), in a manner materially adverse to the Lenders, or permit any of its Subsidiaries to do any otherwise remaining outstanding as of the foregoing other than Amendment No. 6 Effective Date and permitted pursuant to repay or prepay any Debt payable to the BorrowerSection 10.2.3(ff).

Prepayments, Etc., of Debt. (ia) PrepayParent shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, (x) voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that payments of regularly scheduled interest shall be permitted unless such payments violate any subordination terms of any Junior Financing Documentation) any Permitted Junior Debt, Term Debt, Term Refinancing Debt, UST Tranche A Facility Indebtedness, UST Tranche A Refinancing Debt, UST Tranche B Facility Indebtedness, UST Tranche B Refinancing Debt, Specified Pension Fund Obligations or any Permitted Refinancing of any of the foregoing, or (y) prepay the Term Debt or Term, Term Refinancing Debt, UST Tranche A Facility Indebtedness, UST Tranche A Refinancing Debt, UST Tranche B Facility Indebtedness, UST Tranche B Refinancing Debt out of excess cash flow (or an equivalent terms) in accordance with the terms thereof, or (z) make any payment in violation of any subordination terms ofof any Junior Financing Documentation except (i) any Permitted Refinancing permitted in respect thereof, (ii) the conversion of any such Debt that is subordinated (or any Permitted Refinancing thereof) to Equity Interests (other than Disqualified Equity Interests unless such Disqualified Equity Interests would be permitted by Section 10.2.3) of Parent, (iii) the prepayment of Debt of Parent or any Restricted Subsidiary to Parent or any Restricted Subsidiary to the Advances hereunderextent not prohibited by applicable subordination provisions, unsecured(iv) prepayments, or subject to any Lien that is junior to redemptions, purchases, defeasances, other payments and satisfaction from the Liens securing the Advancesproceeds of equity issuances, except (v) with the proceeds of a Permitted RefinancingAHYDO catch-up payments, (wvi) regularly scheduled any payment permitted to be made pursuant to Section 10.2.6(i) if it were a Restricted Payment, and (vii) other prepayments, redemptions, purchases, defeasances and other payments of interest in respect of any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof in accordance with the terms of, and only subject to the extent required bysatisfaction of the Debt Repayment Conditions in connection therewith. For greater certainty, and subject nothing in this Section 10.2.13(a) or elsewhere in this Agreement shall limit or restrict the ability of Parent or any Restricted Subsidiary to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any subordination provisions contained in, the indenture Existing Series A Notes or other agreement pursuant to which such Debt was issued, incurred Existing Series B Notes or obtained, (x) regularly scheduled or other required repayments or redemptions of Surviving Debt in accordance with the terms thereof, (y) payments or prepayments of any Debt payable to listed on Schedule 10.2.3(b), in each case that remain outstanding after the Borrower consummation of the Recapitalization Transactions and (z) in an amount not to exceed the then current Distributable Amount, other Transactions on the Closing Date or (ii) amendany ordinary course obligations that were deferred, modify partially paid, postponed or change in any manner any term or condition of any Surviving Debt, Credit Agreement Refinancing Debt, or any Permitted Refinancing in respect thereof, or any Debt incurred under Section 5.02(b)(vii) or (viii), in a manner materially adverse to the Lenders, or permit any of its Subsidiaries to do any otherwise remaining outstanding as of the foregoing other than Amendment No. 6 Effective Date and permitted pursuant to repay or prepay any Debt payable to the Borrower.Section 10.2.3(ff). 151