(a) The Borrower and the Parent Guarantors will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated Debt (other than any intercompany loans); provided , however , that so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Debt (w) on or after the fifth anniversary of the date of the incurrence of such Subordinated Debt in the amount (if any) as shall be necessary to ensure that such Subordinated Debt shall not be considered an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code, (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption, (y) with the proceeds of Permitted Refinancing Indebtedness, (z) pursuant to an exchange of Subordinated Debt for Qualified Capital Stock of Holdings or Parent or any direct or indirect parent company thereof or (aa) solely to the extent such Subordinated Debt constitutes Senior Subordinated Notes, for an aggregate purchase price not in excess of $239,800,000 following the Sixth Amendment Effective Date.