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 92 Section 7.15. Amendment of Purchase Agreement 92 Section 7.16. Activities of Holdings and Finance Co 92 Section 7.17. Designated Senior Debt 92 Section 7.18. Capital Expenditures 93 ARTICLE 8 EVENTS OF DEFAULT AND REMEDIES Section 8.01. Events of Default 93 Section 8.02. Remedies Upon Event of Default 95 Section 8.03. Application of Funds 96 ARTICLE 9 ADMINISTRATIVE AGENT AND OTHER AGENTS Section 9.01. Appointment and Authorization of Agents 96 Section 9.02. Delegation of Duties 97 Section 9.03. Liability of Agents 97 Section 9.04. Reliance by Agents 98 Section 9.05. Notice of Default 98 Section 9.06. Credit Decision; Disclosure of Information by Agents 98 Section 9.07. Indemnification of Agents 99 Section 9.08. Agents in their Individual Capacities 99 Section 9.09. Successor Agents 99 Section 9.10. Administrative Agent May File Proofs of Claim 100 Section 9.11. Collateral and Guaranty Matters 101 Section 9.12. Other Agents; Arrangers and Managers 101 Section 9.13. Appointment of Supplemental Administrative Agents 101 ARTICLE 10 MISCELLANEOUS Section 10.01. Amendments, Etc 102 Section 10.02. Notices and Other Communications; Facsimile Copies 104 Section 10.03. No Waiver; Cumulative Remedies 105 Section 10.04. Attorney Costs, Expenses and Taxes 105 Section 10.05. Indemnification by the Borrower 106 Section 10.06. Payments Set Aside 107 Section 10.07. Successors and Assigns 107 Section 10.08. Confidentiality 110 Section 10.09. Setoff 110 Section 10.10. Interest Rate Limitation 111 Section 10.11. Counterparts 111 Section 10.12. Integration 111 Section 10.13. Survival of Representations and Warranties 111 Section 10.14. Severability 112 Section 10.15. Tax Forms 112 Section 10.16. Governing Law 113 Section 10.17. Waiver of Right to Trial by Jury 114 Section 10.18. Binding Effect 114 Section 10.19. USA Patriot Act Notice 114 iii SIGNATURES SCHEDULES
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.
