Common use of Prepayments of Other Indebtedness Clause in Contracts

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

Prepayments of Other Indebtedness. No Credit Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (a) Make any distributionthe Obligations, whether (b) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in casha transaction permitted hereunder, property, securities (c) a Permitted Refinancing of Indebtedness permitted under subsection 5.5(c) or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisionsd), in respect of(d) prepayment of intercompany Indebtedness to Credit Parties, and (e) provided no Default or pay, Event of Default has occurred and is continuing or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposeswould result therefrom, any Indebtedness (other than Indebtedness in respect of the ASC Guarantee) except (i) the payment voluntary redemption of the Indebtedness created hereunder or Notes under the ABL FacilityTerm Indebtedness Documents, provided that no such redemption shall be made from or with proceeds of any Borrowings, or subject to (ii) below, from proceeds of Collateral, (ii) refinancings any voluntary redemption of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) payments of the SVU 2016 Notes (A) with proceeds of borrowings under the ABL Facility (including any Permitted Refinancing Term Indebtedness with respect thereto) (providedDocuments, provided that the ABL Facility or Borrower Representative has given not less than 10 Business Days’ prior written notice of any such Permitted Refinancing Indebtedness with respect thereto has a final maturity date redemption to the Agent and, at least six months the time of and immediately after the Latest Maturity Dategiving effect to such redemption, there shall be no outstanding Revolving Loans (other than Letters of Credit), (B) so long as Availability shall be not less than $10,000,000, and no Default or Event of Default shall have occurred and be continuing, with ; and (iii) any mandatory redemption of the Net Cash Proceeds of a Xxxxx Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 or prepay loans or cash collateralize letters of credit Notes under the ABL Facility Term Indebtedness Documents in accordance with Sections 4.10 and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due as a result 4.14 of the voluntary sale Note Indenture as in effect on the date hereof, provided that no such redemption shall be made from or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in the case of clauses (vi) and (vii), (A) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the satisfaction of the foregoing clause (A), and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicable, in form and substance satisfactory to the Administrative Agent or (b) pay in cash any amount in respect proceeds of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (vii) to the extent permitted at the time of reallocation under such clausesBorrowing.

Prepayments of Other Indebtedness. Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly: (a) Make [intentionally omitted]; (b) amend or modify, or permit the amendment or modification of, any distribution, whether in cash, property, securities provision of any Secured Term Loan Document (or a combination any Permitted Secured Term Loan Facility Refinancings thereof, other than regular ) if such amendment or modification would (i) cause such Indebtedness to mature or have scheduled amortization or payments of principal or require mandatory redemption or prepayment (excluding the effects of nominal amortization in the amount of no greater than one percent per annum and interest as and when due (to the extent not prohibited by applicable subordination provisionsprepayments of Indebtedness), in respect each case prior to the date that is 181 days after the Maturity Date, or (ii) result in the persons that are (or are required to be) obligors under such Indebtedness to be different from the persons that are (or are required to be) obligors under such Indebtedness being so amended or modified (unless such persons required to be obligors under such Indebtedness are or are required to be or become obligors under the Loan Documents); and provided that prior to the effectiveness of such amendment or modification, a Responsible Officer of the Designated Company shall have delivered an Officer’s Certificate to the Administrative Agent (together with a reasonably detailed description of the material terms and conditions of such amendment or modification or drafts of the documentation relating thereto) certifying that the Designated Company has determined in good faith that such terms and conditions satisfy the foregoing requirements; (c) amend or modify, or permit the amendment or modification of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart provision of any sum for the aforesaid purposes, document governing any Material Indebtedness (other than Indebtedness under the Loan Documents, Revolving Credit Loan Documents (or any Permitted Revolving Credit Facility Refinancings thereof), or Secured Term Loan Documents (or any Permitted Secured Term Loan Facility Refinancings thereof)) in any manner that, taken as a whole, is adverse in any material respect to the interests of the ASC GuaranteeLenders; (d) except amend or modify, or permit the amendment or modification of, any provision of any document governing any Indebtedness under the Revolving Credit Loan Documents (or any Permitted Revolving Credit Facility Refinancings thereof) if such amendment or modification would (i) cause the payment aggregate principal amount (or accreted value, if applicable) of the Indebtedness created hereunder or under the ABL Facility, (ii) refinancings of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) payments of the SVU 2016 Notes (A) with proceeds of borrowings under the ABL Facility (including any Permitted Refinancing Indebtedness with respect thereto) (provided, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date), (B) so long as no Default or Event of Default shall have occurred and be continuing, with the Net Cash Proceeds of a Xxxxx Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing all such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in the case of clauses (vi) and (vii), (A) at the time of such payment, both before and after giving effect theretoto such amendment or modification, no Default or Event of Default shall have occurred and be continuing and (B) to at any time exceed the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the satisfaction of the foregoing clause (A), and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicable, in form and substance satisfactory to the Administrative Agent or (b) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (vii) to the extent permitted at the time of reallocation under such clauses.184 1120544.02G-CHISR02A - MSW

Prepayments of Other Indebtedness. (a) Make So long as any distributionTerm Loans remain outstanding, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, voluntarily or optionally prepay, repurchase, redeem or otherwise optionally or voluntarily satisfy or defease, or make any payment in violation of any subordination terms of, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for considerationconsideration (including as a result of any asset sale, change of control or similar event or any purchase or assignment pursuant to any provision similar to Section 9.04(l) hereunder), or set apart any sum for the aforesaid purposespurposes (it being agreed that any payment in cash in connection with the conversion or exchange of any Convertible Notes or any Permitted Refinancing thereof shall be deemed to be a voluntary prepayment thereof for purposes hereof), any Indebtedness constituting Senior Unsecured Notes, Convertible Notes, Permitted Incremental Equivalent Debt, Permitted External Refinancing Debt or any Permitted Refinancing thereof, except (other than v) pursuant to a Permitted Refinancing thereof, (w) the conversion or exchange of any such Indebtedness in respect to or for Qualified Equity Interests of the ASC Guarantee) except (i) the payment of the Indebtedness created hereunder or under the ABL FacilityBorrower, (iix) refinancings of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) additional payments of the SVU 2016 Notes so long as (A) with proceeds the aggregate amount of borrowings under the ABL Facility payments made pursuant to this clause (including any Permitted Refinancing Indebtedness with respect thereto) (provided, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Datex), plus the aggregate amount of Dividends paid pursuant to Section 6.03(v), does not exceed $25,000,000 in any fiscal year of the Borrower; provided that any unused portion of this basket may be utilized in any succeeding fiscal year of the Borrower and (B) so long as no Default or Event of Default shall have occurred and be continuing, with the Net Cash Proceeds of a Xxxxx Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 then exists or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facilitywould result therefrom, (ivy) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) additional payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in Available Amount at such time (as determined immediately before giving effect to the case making of clauses (visuch payment) and (vii), so long as (A) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and then exists or would result therefrom, (B) the Total Leverage Ratio at the time of and immediately after giving effect to such payment, determined on a Pro Forma Basis, is not (1) greater than 3.00 to 1.00 or (2) in the case of any payment of cash by the Borrower or any Restricted Subsidiary to a holder of Convertible Notes upon conversion or exchange of such Convertible Notes or in connection with the right of a holder of Convertible Notes to require the Borrower to repurchase such Convertible Notes, greater than 3.50 to 1.00, and (C) prior to the making of such payment, the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying compliance with preceding sub-clauses (A) and (B) and containing the calculations (in reasonable detail) required to establish compliance with preceding sub-clause (B) and (z) additional payments so long as (A) no Default or Event of Default then exists or would result therefrom, (B) the Total Leverage Ratio at the time of and immediately after giving effect to such payment, determined on a Responsible OfficerPro Forma Basis, certifying as is no greater than 1.75 to 1.00, (C) after giving effect to such payment, the Aggregate Revolving Credit Exposure shall not exceed 25.0% of the Total Revolving Credit Commitments at such time and (D) prior to the satisfaction making of such payment, the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the foregoing clause Borrower certifying compliance with preceding sub-clauses (A), (B) and (C) and containing reasonably detailed the calculations certifying as (in reasonable detail) required to establish compliance with the remaining availability pursuant to preceding sub-clause (vi) or the usage of the Cumulative Credit Amount, as applicable, in form and substance satisfactory to the Administrative Agent or (b) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (vii) to the extent permitted at the time of reallocation under such clausesB).

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

Prepayments of Other Indebtedness. (a) Make So long as any distributionTerm Loans remain outstanding, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, voluntarily or optionally prepay, repurchase, redeem or otherwise optionally or voluntarily satisfy or defease, or make any payment in violation of any subordination terms of, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for considerationconsideration (including as a result of any asset sale, change of control or similar event or any purchase or assignment pursuant to any provision similar to Section 9.04(l) hereunder), or set apart any sum for the aforesaid purposespurposes (it being agreed that any payment in cash in connection with the conversion or exchange of any Convertible Notes or any Permitted Refinancing thereof shall be deemed to be a voluntary prepayment thereof for purposes hereof), any Indebtedness constituting Convertible Notes, Permitted Incremental Equivalent Debt, Permitted External Refinancing Debt or any Permitted Refinancing thereof, except (other than v) pursuant to a Permitted Refinancing thereof, (w) the conversion or exchange of any such Indebtedness in respect to or for Qualified Equity Interests of the ASC Guarantee) except (i) the payment of the Indebtedness created hereunder or under the ABL FacilityBorrower, (iix) refinancings of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) additional payments of the SVU 2016 Notes so long as (A) with proceeds the aggregate amount of borrowings under the ABL Facility payments made pursuant to this clause (including any Permitted Refinancing Indebtedness with respect thereto) (provided, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Datex), plus the aggregate amount of Dividends paid pursuant to Section 6.03(v), does not exceed $15,000,000 in any fiscal year of the Borrower; provided that any unused portion of this basket may be utilized in any succeeding fiscal year of the Borrower and (B) so long as no Default or Event of Default shall have occurred and be continuing, with the Net Cash Proceeds of a Xxxxx Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 then exists or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facilitywould result therefrom, (ivy) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) additional payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in Available Amount at such time (as determined immediately before giving effect to the case making of clauses (visuch payment) and (vii), so long as (A) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and then exists or would result therefrom, (B) the Total Leverage Ratio at the time of and immediately after giving effect to such payment, determined on a Pro Forma Basis, is no greater than 2.50 to 1.00 and (C) prior to the making of such payment, the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying compliance with preceding sub-clauses (A) and (B) and containing the calculations (in reasonable detail) required to establish compliance with preceding sub-clause (B) and (z) additional payments so long as (A) no Default or Event of Default then exists or would result therefrom, (B) the Total Leverage Ratio at the time of and immediately after giving effect to such payment, determined on a Responsible OfficerPro Forma Basis, certifying as is no greater than 1.75 to 1.00, (C) after giving effect to such payment, the Aggregate Revolving Credit Exposure shall not exceed 25.0% of the Total Revolving Credit Commitments at such time and (D) prior to the satisfaction making of such payment, the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the foregoing clause Borrower certifying compliance with preceding sub-clauses (A), (B) and (C) and containing reasonably detailed the calculations certifying as (in reasonable detail) required to establish compliance with the remaining availability pursuant to preceding sub-clause (vi) or the usage of the Cumulative Credit Amount, as applicable, in form and substance satisfactory to the Administrative Agent or (b) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (vii) to the extent permitted at the time of reallocation under such clausesB).

Prepayments of Other Indebtedness. The Credit Parties shall not, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness other than the Obligations, except (a) Make any distribution, whether in cash, property, securities or a combination thereof, Subordinated Debt other than regular scheduled payments of principal and interest as and when due intercompany Indebtedness expressly permitted under Section 5.1(c); (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreementb) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness (other than Indebtedness in respect of the ASC Guarantee) except (i) the payment mandatory prepayment of the Indebtedness created hereunder or outstanding under the ABL Facility2011 Term Loan B Credit Agreement, (ii) refinancings the voluntary prepayment of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) payments of the SVU 2016 Notes (A) with proceeds of borrowings outstanding under the ABL Facility (including any Permitted Refinancing Indebtedness with respect thereto) (provided2011 Term Loan B Credit Agreement, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date), (B) so long as no Default or Event of Default shall have occurred and be continuing, with the Net Cash Proceeds of a Xxxxx Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved], (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 and (vii) other payments of Indebtedness in an aggregate amount not to exceed the Cumulative Credit Amount; provided that, in the case of clauses (vi) and (vii), (A) at the time of such payment, both immediately before and after giving effect theretomaking such voluntary prepayment, no Default or Event of Default shall have has occurred and be continuing is continuing, and either (1) there are no outstanding Advances, or (2) (v) the aggregate balance of all outstanding Advances is equal to or less than $25,000,000, (w) the Aggregate Borrowing Availability is greater than or equal to the Voluntary Prepayment Threshold, (x) the average Aggregate Borrowing Availability for the consecutive ninety (90) day-period ending on the date such voluntary prepayment is made is greater than or equal to the Voluntary Prepayment Threshold, (y) the projected average Aggregate Borrowing Availability for the consecutive ninety (90) day-period commencing on the date such voluntary prepayment is made is greater than the Voluntary Prepayment Threshold, and (Bz) the Borrower shall US Borrowers have delivered a certificate of a Responsible Officer, certifying as certified to the satisfaction of US Agent that the foregoing clause (A), and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicable, conditions set forth in form and substance satisfactory to the Administrative Agent or (b) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) through (y) above are satisfied; and (iii) the prepayment of Indebtedness outstanding under the 2011 Term Loan B Credit Agreement with the proceeds of Permitted Refinancing thereof in compliance with Section 5.1(p) and (q); (c) required mandatory repayments or redemptions of Indebtedness outstanding under the 2011 Indenture or Indebtedness under a Permitted Refinancing thereof; and (viid) to the extent permitted at the time regularly scheduled or required repayments or redemptions of reallocation under such clausesIndebtedness set forth on Schedule 5.1.

Prepayments of Other Indebtedness. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness (other than Indebtedness in respect of the ASC Guarantee) except (i) the payment of the Indebtedness created hereunder or under the ABL Facility, (ii) refinancings of Permitted Indebtedness with Permitted Refinancing Indebtedness, (iii) payments of the SVU 2014 Notes or the SVU 2016 Notes (A) with proceeds of borrowings under the ABL Facility (including any Permitted Refinancing Indebtedness with respect thereto) (); provided, that the ABL Facility or such Permitted Refinancing Indebtedness with respect thereto has a final maturity date at least six months after the Latest Maturity Date), (B) so long as no Default or Event of Default shall have occurred and be continuing, with the Net Cash Proceeds of a Xxxxx Sale that are not required to be applied to prepay Loans hereunder pursuant to Section 2.13 or prepay loans or cash collateralize letters of credit under the ABL Facility and (C) so long as no Default or Event of Default shall have occurred and be continuing, with other sources of cash that are not required to be applied to prepay Loans hereunder or prepay loans or cash collateralize letters of credit under the ABL Facility, (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (v) [Reserved]an aggregate amount when combined with all Investments made pursuant to clause (p) of the definition of “Permitted Investments” equal to the aggregate amount of proceeds of Other Asset Sales received after the date hereof by the Borrower and the Restricted Subsidiaries and not required to be applied to prepay the Loans pursuant to Section 2.13(b), (vi) payments in an aggregate amount when combined with all Restricted Payments made pursuant to Section 6.06(iii) not to exceed $175,000,000 250,000,000 and (vii) other payments of Indebtedness Indebtedness; provided that, (x) in an the case of clause (vii), the aggregate amount of such payments shall not to exceed the Cumulative Credit Amount; provided that, and (y) in the case of clauses (vi) and (vii), (A) at the time of such payment, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to the satisfaction of the foregoing clause clauses (Ax)(A) and (x)(B), as applicable, and containing reasonably detailed calculations certifying as to compliance with the remaining availability pursuant to clause (vi) or the usage of the Cumulative Credit Amount, as applicablein support thereof, in form and substance satisfactory to the Administrative Agent or (b) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities. Payments originally made in reliance on clause (vi) above may subsequently be reallocated to clauses (v) or (vii) to the extent permitted at the time of reallocation under such clauses.