Prepayments, Etc of Indebtedness. 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 Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement and (b) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.03 and refinancings and refundings of such Indebtedness in compliance with Section 7.03(b).
Prepayments, Etc of Indebtedness.
Prepayments, Etc of Indebtedness. (a) 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 Indebtedness; or
Prepayments, Etc of Indebtedness. 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 Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents), except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered thereby.
Prepayments, Etc of Debt. 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 except (i) the payment or prepayment of any or all of the Obligations under the Loan Documents, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii).
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, other than:
Prepayments, Etc of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any Junior Indebtedness or make any payment in violation of any subordination terms of any Permitted Subordinated Indebtedness (collectively, “Restricted Prepayments”), except:
Prepayments, Etc of Indebtedness; Amendment of Agreements 98 6.13. Equity Interests of Company and Subsidiaries 98 6.14. Holding Company 98 6.15. Capital Expenditures 99 6.16. Interest Rate Protection 99 SECTION 7. GUARANTY 100 7.1. Guaranty of the Obligations 100 7.2. Contribution by Guarantors 100 7.3. Payment by Guarantors 100 7.4. Liability of Guarantors Absolute 101 7.5. Waivers by Guarantors 103 7.6. Guarantors’ Rights of Subrogation, Contribution, etc. 103 7.7. Subordination of Other Obligations 104 7.8. Continuing Guaranty 104 7.9. Authority of Guarantors or Borrowers 104 7.10. Financial Condition of Borrowers 104 7.11. Bankruptcy, etc. 105 7.12. Discharge of Guaranty Upon Sale of Guarantor 105 SECTION 8. EVENTS OF DEFAULT AND REMEDIES 106 8.1. Events of Default 106 8.2. Remedies Upon Event of Default 108 8.3. Company’s Right to Cure 108 SECTION 9. AGENTS 109 9.1. Appointment of Agents 109 9.2. Powers and Duties 109 9.3. General Immunity 110 9.4. Agents Entitled to Act as Lender 111 9.5. Lenders’ Representations, Warranties and Acknowledgment 111 9.6. Right to Indemnity 112 9.7. Successor Administrative Agent, Collateral Agent and Swing Line Lender 112 9.8. Collateral Documents and Guaranty 113 SECTION 10. MISCELLANEOUS 114 10.1. Notices 114 10.2. Expenses 114 10.3. Indemnity 115 10.4. Set-Off 116 10.5. Amendments and Waivers 116 10.6. Successors and Assigns; Participations 118 10.7. Independence of Covenants 121 10.8. Survival of Representations, Warranties and Agreements 121 10.9. No Waiver; Remedies Cumulative 122 10.10. Marshalling; Payments Set Aside 122 10.11. Severability 122 10.12. Obligations Several; Independent Nature of Lenders’ Rights 122 10.13. Headings 122 10.14. APPLICABLE LAW 122 10.15. CONSENT TO JURISDICTION 123 10.16. WAIVER OF JURY TRIAL 123 10.17. Confidentiality 124 10.18. Usury Savings Clause 124 10.19. Counterparts 125 10.20. Effectiveness 125 10.21. Patriot Act 125 10.22. Electronic Execution of Assignments 125 10.23. Public-Side Lenders 125 10.24. Amendment and Restatement 126 10.25. Reaffirmation and Grant of Security Interests 127 APPENDICES: A-1 Tranche C Term Loan Commitments A-2 Revolving Commitments B Notice Addresses C Original Sections 3.1(g) and 3.1(h) SCHEDULES: 3.1(g) Closing Date Mortgaged Properties
Prepayments, Etc of Indebtedness; Amendments.
Prepayments, Etc of Indebtedness. Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the greater of (x) $35,000,000 and (y) 1.00% of Total Assets as of the end of the Test Period last ended, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) and (iv) with respect to intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof.
