Common use of Prepayment of Indebtedness Clause in Contracts

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, prior to the scheduled maturity thereof, except: (a) Borrowers may prepay the Obligations to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender.

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire Prepay any Indebtedness of any Loan Party, prior to the scheduled maturity thereof, except: other than (a) Borrowers may prepay the Obligations to the extent permitted hereunder; Obligations, (b) Borrowers may make mandatory prepayments in respect of Indebtedness under the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its SubsidiariesSeller Note, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lenderthe Subordination Agreement and not otherwise prohibited by this Agreement, (c) other Indebtedness not to exceed $20,000,000 in the aggregate during any fiscal year, (d) to the extent that (i) the Borrower’s Consolidated Leverage Ratio did not exceed **** to **** as of the most recently provided Compliance Certificate and (ii) no Default exists and is continuing, Indebtedness under the 2017 Notes Offering Documents (whether optional or required under the terms of the 2017 Notes Offering Documents), to the extent permitted by the Intercreditor Agreement, (e) to the extent that (i) the Borrower’s Consolidated Leverage Ratio did not exceed **** to **** as of the most recently provided Compliance Certificate and (ii) no Default exists and is continuing, Indebtedness under the 2014 Notes Offering Documents (provided that cash settlement of a redemption by the holder of 2014 Convertible Notes or cash payments in respect of fractional entitlements shall not be a prepayment for these purposes), (f) to the extent that (i) the Borrower’s Consolidated Leverage Ratio does not exceed **** to **** on a pro forma basis at time of such prepayment and remains at or below **** to **** following such prepayment and (ii) no Default exists and is continuing, prepayments made out of the proceeds of the issuance of Equity Interests or (g) Short Term Subsidiary Indebtedness and deposits and assets received from customers and their Affiliates with respect to customers of Broker Dealer Subsidiaries; provided, however, that the conversion of 2014 Convertible Notes shall not be considered a prepayment under this Section 7.13.

Prepayment of Indebtedness. At any timeThe Company shall use reasonable best efforts, directly or indirectlyand shall cause the applicable Company Subsidiaries to use reasonable best efforts, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, to deliver to Parent at least two (2) Business Days prior to the scheduled maturity thereof, except: Closing Date a copy of a payoff letter (a) Borrowers may prepay the Obligations to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms delivery of the Intercreditor Agreementfunds and cash collateralization, Borrowers may make mandatory prepayments in respect backstopping or replacement of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) letters of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereundercredit, in each case, as arranged by Parent) with respect to the Revolving Credit Agreement (the “Subject Indebtedness”) in customary form (the “Payoff Letter”), which Payoff Letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations (other than contingent indemnification obligations for which no claim has been made) then due and payable under the Subject Indebtedness as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”) (ii) state that upon receipt of the Payoff Amount under the Payoff Letter, the Subject Indebtedness and all related loan documents shall be terminated (other than the terms thereof that expressly survive such termination in accordance with the terms of such documents) and (iii) provide that all guarantees of any of the Company Subsidiaries of the Subject Indebtedness and, to the extent required secured, all Liens securing obligations in respect of the Subject Indebtedness shall be released and terminated upon payment of the Payoff Amount and the cash collateralization, backstopping or replacement of any outstanding letters of credit (which cash collateralization, backstopping, replacement shall be arranged by any Applicable Law or Parent) on the PPP Loan Documents or to Closing Date. At the extent permitted Closing, the Surviving Corporation shall repay the outstanding amount of the Subject Indebtedness by PPP Lenderwire transfer of immediately available funds arranged by Parent as provided for in the Payoff Letter.

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, prior to the scheduled maturity thereof, except: (a) Borrowers may prepay the Obligations to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e2.20(f) hereof) and Section 2.3(d) of the Term Loan Agreement, in each case, subject to the Term Loan Intercreditor Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender.

Prepayment of Indebtedness. At The Parent shall not, nor shall it permit Borrower or any timeRestricted Subsidiary to, directly or indirectly, prepay any Indebtedness, or repurchaseprepay, redeem, retire purchase, defease or otherwise acquire any Indebtedness of any Loan Party, satisfy prior to the scheduled maturity thereofthereof in any manner, except: or make any payment in violation of any subordination terms of, any Indebtedness (each an “Optional Debt Prepayment”); provided, however, that the Borrower, the Parent, and each Restricted Subsidiary may (a) Borrowers may prepay the Obligations to in accordance with the extent permitted hereunder; terms of this Agreement, (b) Borrowers may make mandatory prepayments in respect prepay Indebtedness under the Target Credit Agreement with the proceeds of the Closing Date Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its SubsidiariesLoans hereunder, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan prepay any intercompany Indebtedness pursuant to Sections 2.3(apermitted under Section 8.1(g) and 2.3(b(j) of the Term Loan Agreement; (Indebtedness), (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to enter into any Permitted Refinancing permitted under Section 2.3(c) of the Term Loan Agreement 8.1 (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; Indebtedness), (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so as long as no Default or Event of Default shall have has occurred and be is continuing or would result therefrom, repay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any matter any senior unsecured, senior subordinated or other subordinated Indebtedness in an aggregate principal amount not to exceed $450,000,000; and provided that, after giving effect to such payment, (hi) any Loan Party may prepay any Permitted PPP Indebtedness the Senior Secured Leverage Ratio would not be greater than 2.0 to 1 on a Pro Forma Basis, and any and all obligations thereunder(ii) the Parent would be in compliance with the financial covenant contained in Section 5.1 (Financial Covenant) for the most recently ended Test Period, in each casedetermined on a Pro Forma Basis, (f) to the extent required by not otherwise permitted hereby and as long as no Default or Event of Default has occurred and is continuing or would result therefrom, prepay Indebtedness of any Applicable Law or Foreign Subsidiary in an amount not to exceed in the PPP Loan Documents or aggregate $10,000,000, and (g) to the extent not otherwise permitted by PPP Lenderhereby and as long as no Default or Event of Default has occurred and is continuing or would result therefrom, prepay Indebtedness in an amount not to exceed, together with any Restricted Payment made pursuant to Section 8.5(d) (Restricted Payments), the sum of (i) $50,000,000 and (ii) the Applicable Amount in the aggregate at any time outstanding.

Prepayment of Indebtedness. At any timeThe Company shall use reasonable best efforts, directly or indirectlyand shall cause the applicable Company Subsidiaries to use reasonable best efforts, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, to deliver to Parent (i) at least ten (10) Business Days prior to the scheduled maturity thereof, except: (a) Borrowers may prepay the Obligations Closing Date a draft payoff letter with respect to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Revolving Credit Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due DateSubject Indebtedness”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth at least two (5th2) Business Day following delivery Days prior to the Closing Date a copy of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; a payoff letter (c) subject to the terms delivery of the Intercreditor Agreementfunds and cash collateralization, Borrowers may make mandatory prepayments in respect backstopping or replacement of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) letters of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereundercredit, in each case, as arranged by Parent) with respect to the Subject Indebtedness in customary form (the “Payoff Letter”), which Payoff Letter shall (A) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations (other than contingent indemnification obligations for which no claim has been made) then due and payable under the Subject Indebtedness as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (B) state that upon receipt of the Payoff Amount under the Payoff Letter, the Subject Indebtedness and all related loan documents shall be terminated (other than the terms thereof that expressly survive such termination in accordance with the terms of such documents) and (C) provide that all guarantees of any of the Company Subsidiaries of the Subject Indebtedness and, to the extent required secured, all Liens securing obligations in respect of the Subject Indebtedness shall be released and terminated upon payment of the Payoff Amount and the cash collateralization, backstopping or replacement of any outstanding letters of credit (which cash collateralization, backstopping, replacement shall be arranged by any Applicable Law or Parent) on the PPP Loan Documents or to Closing Date. At the extent permitted Closing, the Surviving Corporation shall repay the outstanding amount of the Subject Indebtedness by PPP Lenderwire transfer of immediately available funds arranged by Parent as provided for in the Payoff Letter.

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness (other than the Convertible Subordinated Debt) of any Loan Party, prior to the scheduled maturity thereof, except: (a) Borrowers may prepay the Obligations to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Revolving Loan Indebtedness pursuant to Sections 2.3(a2.20(a) and 2.3(b2.20(b) of the Term Revolving Loan Agreement (as in effect on the Closing Date hereof and as the same may be amended in accordance with the terms of the Intercreditor Agreement); (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (ec) Borrowers may make voluntary prepayments in respect of the Term Revolving Loan Indebtedness pursuant to Section 2.1(c2.20(c) of the Term Revolving Loan Agreement; provided that Agreement (as in effect on the date any such prepayment is made Closing Date hereof and after giving effect thereto, each as the same may be amended in accordance with the terms of the Payment Conditions shall have been satisfiedIntercreditor Agreement); (fd) [Reserved]; (e) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (g), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied;; and (gf) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender.

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, prior to the scheduled maturity thereof, except: (a) Borrowers may prepay the Obligations to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Revolving Loan Indebtedness pursuant to Sections 2.3(a2.20(a) and 2.3(b2.20(b) of the Term Revolving Loan Agreement; (c) Borrowers may make voluntary commitment reductions with respect to the Revolving Loan Indebtedness pursuant to Section 2.20(c) of the Revolving Loan Agreement and voluntary prepayments in respect of the Revolving Loan Indebtedness pursuant to Section 2.20(d) of the Revolving Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (ik), (l), (m), (n), (o), (p), (q), (r), ) and (t) (but solely with respect to a refinancing of Revolving Loan Indebtedness) of the DB1/ 123142411.13 definition of “Permitted Indebtedness”; provided that, in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clause (uf) of the definition of “Permitted Indebtedness”; provided that , (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each no Event of the Payment Conditions Default shall exist or shall have been satisfiedoccurred and be continuing; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (ge) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (hf) any Loan Party may prepay any Permitted PPP Indebtedness COVID-19 Debt and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lenderdocuments governing such COVID-19 Debt.

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, prior to the scheduled maturity thereof, except: (a) Borrowers may prepay the Obligations to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Revolving Loan Indebtedness pursuant to Sections 2.3(a2.20(a) and 2.3(b2.20(b) of the Term Revolving Loan Agreement; (c) Borrowers may make voluntary commitment reductions with respect to the Revolving Loan Indebtedness pursuant to Section 2.20(c) of the Revolving Loan Agreement and voluntary prepayments in respect of the Revolving Loan Indebtedness pursuant to Section 2.20(d) of the Revolving Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (ik), (l), (m), (n), (o), (p), (q), (r), ) and (t) or (ubut solely with respect to a refinancing of Revolving Loan Indebtedness) of the definition of “Permitted Indebtedness”; provided that that, in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clause (f) of the definition of “Permitted Indebtedness”, (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each no Event of the Payment Conditions Default shall exist or shall have been satisfiedoccurred and be continuing; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (ge) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (hf) any Loan Party may prepay any Permitted PPP Indebtedness COVID-19 Debt and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender.documents governing such COVID-19

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, prior to the scheduled maturity thereof, except: (a) Borrowers may prepay the Obligations to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Revolving Loan Indebtedness pursuant to Sections 2.3(a2.20(a) and 2.3(b2.20(b) of the Term Revolving Loan Agreement; (c) Borrowers may make voluntary commitment reductions with respect to the Revolving Loan Indebtedness pursuant to Section 2.20(c) of the Revolving Loan Agreement and voluntary prepayments in respect of the Revolving Loan Indebtedness pursuant to Section 2.20(d) of the Revolving Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (ik), (l), (m), (n), (o), (p), (q), (r), ) and (t) or (ubut solely with respect to a refinancing of Revolving Loan Indebtedness) of the definition of “Permitted Indebtedness”; provided that that, in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clause (f) of the definition of “Permitted Indebtedness”, (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each no Event of the Payment Conditions Default shall exist or shall have been satisfiedoccurred and be continuing; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (ge) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (hf) any Loan Party may prepay any Permitted PPP Indebtedness COVID-19 Debt and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lenderdocuments governing such COVID-19 Debt.

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, Indebtedness for Borrowed Money or repurchase, redeem, retire or otherwise acquire any Indebtedness for Borrowed Money of any Loan Party, prior to except for the scheduled maturity thereofprepayment, except: repurchase, redemption, retirement or acquisition of the following: (a) Borrowers may prepay the Obligations any Indebtedness of any Loan Party owed to the extent permitted hereunder; Lenders; (b) Borrowers may make mandatory prepayments in respect any Indebtedness of any Loan Party owed to another Loan Party; (c) the Term Loan Indebtedness of ATI owed to the noteholders under that certain Indenture dated as of December 18, 2001 by and between ATI, as issuer and The Bank of New York, as trustee; (d) the Indebtedness of ALC owed to the security holders under that certain Indenture dated as of December 15, 1995 by and between ALC and The Chase Manhattan Bank (National Association), as trustee; (e) the Indebtedness owed to J&L pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required herebyALC J&L Note; and (iif) on the date Indebtedness owed to J&L pursuant to the Jewel J&L Note (each such prepayment, repurchase, redemption, retirement or acquisition made in accordance with clauses (e) and (f) is a "J&L Note Repurchase"); provided, however, that with respect to clauses (c), (d), (e) and (f) above, no Default or Event of any such prepayment Default shall exist immediately prior to and after giving effect theretoto such prepayment, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further thatrepurchase, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such dateredemption, then Borrowers may make such prepayment on retirement or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfiedacquisition; (c1) subject immediately prior to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect theretoto such prepayment, each repurchase, redemption, retirement or acquisition, the Borrowers' Undrawn Availability shall exceed One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00), and (2) the aggregate amount paid by ATI and ALC for all such prepayments, repurchases, redemptions, retirements or acquisitions shall not exceed Twenty-Five Million and 00/100 Dollars ($25,000,000.00) in the aggregate in any fiscal year of the Payment Conditions shall have been satisfied; Loan Parties and One Hundred Million and 00/100 Dollars (f$100,000,000.00) any Loan Party and its Subsidiaries in the aggregate during the Term; provided, further that with respect to clause (c) above, ATI may prepay, repurchase, redeem, retire or otherwise acquire any all or a portion of such Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any and such prepayment, repurchase, redemption, retirement or other acquisition shall not constitute investments subject to the restrictions of Section 7.4) and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants limits set forth in Section 6.5 hereof for the four item (42) fiscal quarter period ended one year after the proposed date of above shall not apply to such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f)so long as such prepayment, (h)repurchase, (n) and (u) of redemption, retirement or acquisition is made solely with the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares net proceeds received by ATI in connection with the conversion issuance by ATI of any common stock, preferred stock, convertible preferred stock or Indebtedness that has been contractually subordinated which pursuant to its terms automatically converts into equity of ATI on a date or dates set forth in right of payment documents evidencing or governing such Indebtedness pursuant to the Obligationsuniversal shelf registration statement filed by ATI with the United States Securities and Exchange Commission on March 22, 2004 (each such prepayment, repurchase, redemption, retirement or acquisition is a "Proceeds of Equity Repurchase"); and provided, further that with respect to clause (f) above, such prepayment, repurchase, redemption, retirement or acquisition is required under Section 7.1(b)(5). 37. Section 7.17 of the Loan Agreement is hereby deleted in an otherwise cashless exchange (with cash payment made its entirety and in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, to its stead is inserted the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender.following:

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, prior to the scheduled maturity thereof, except: (a) Borrowers may prepay If a Default or an Event of Default has occurred and is continuing or an acceleration of the Obligations indebtedness evidenced by each Note has occurred, Borrower shall not voluntarily prepay, or permit any Subsidiary (other than an Excluded Subsidiary) to voluntarily prepay, the extent permitted hereunder;principal amount, in whole or in part, of any indebtedness other than (i) indebtedness owed to each Lender hereunder or under some other agreement between Borrower and such Lender, (ii) indebtedness which ranks pari passu with indebtedness evidenced by each Note which is or becomes due and owing whether by reason of acceleration or otherwise and (iii) indebtedness which is exchanged for, or converted into, capital stock (or warrants to acquire capital stock) of Borrower that does not require dividends or other distributions prohibited by Section 8.15. (b) Borrowers may make mandatory prepayments Notwithstanding anything in respect Section 8.12(a) to the contrary, until such time as Borrower repays and terminates, fully secures with first priority liens (subject to Customary Permitted Liens) satisfactory to Administrative Agent, or a combination thereof, all of the Term Maximum Fourth Amendment Loan Indebtedness pursuant to Section 2.3(e) Commitment, all Fourth Amendment Loan Outstandings, each Unsecured Letter of Credit, and the Term Loan Agreement A Loan, Borrower shall not, and shall not permit any Subsidiary to, voluntarily prepay, redeem, acquire or repurchase (in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basiseach case, for each fiscal year commencing with cash or in exchange for indebtedness on terms more favorable to the fiscal year ending on holders thereof) any public note indenture indebtedness or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof Subordinated Debt (except for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in any A/C/I Facility solely with the event that such financial statements are not so deliveredproceeds of indebtedness otherwise permitted hereunder, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date refinancing (including without limitation, by way of any an exchange of indebtedness) of such prepayment indebtedness with indebtedness permitted under Section 8.22 and after giving effect thereto(iii) the prepayment, each redemption, acquisition or repurchase by Borrower of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; Borrower’s 5-1/8% Senior Notes due 2009, Borrower’s 6-1/2% Senior Notes due 2010, and Borrower’s 6-7/8% Senior Notes due 2011, provided further that, in the event Borrowers are unable to make any mandatory prepayment described in case of this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth subclause (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (ciii), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default has occurred and is continuing before or after giving effect to such prepayment, redemption, acquisition or repurchase, and Borrower shall have occurred made the Seventh Amendment Voluntary Revolving Loan Paydowns and be continuing or would result therefrom; and (h) any the Seventh Amendment Voluntary Term A Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, Paydowns prior to the extent required by any Applicable Law first such prepayment, redemption, acquisition or the PPP Loan Documents or to the extent permitted by PPP Lenderrepurchase under this subclause (iii)).

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, prior to the scheduled maturity thereof, except: (a) Borrowers may prepay the Obligations to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not equalnot to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 202320202023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section Sections 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender.

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any IndebtednessIndebtedness in excess of $1,000,000 in the aggregate during the Term, (other than Indebtedness (a) to Lenders, (b) of a Loan Party to another Loan Party, (c) of an Excluded Subsidiary to a Loan Party, (d) of an Excluded Subsidiary to another Excluded Subsidiary, or (e) under the 2027 Convertible Notes or the 2021 Convertible Notes (including, for the avoidance of doubt, conversion, exercise, repurchase, redemption, settlement or early termination or cancellation); provided, that, in each case, prior to and after giving effect to such prepayment (i) no Default or Event of Default exists or is continuing and (ii) US-Canada Undrawn Availability shall not be less than the US-Canada Undrawn Availability Test Amount for the thirty (30) consecutive days ending as of the date of the most recently delivered US-Canada Borrowing Base Certificate), or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party in excess of $1,000,000 in the aggregate during the Term (other than Indebtedness (a) of a Loan Party to another Loan Party, (b) of an Excluded Subsidiary to a Loan Party, (c) of an Excluded Subsidiary to another Excluded Subsidiary, or (d) under the 2027 Convertible Notes or the 2021 Convertible Notes; provided, that, in each case, prior to the scheduled maturity thereof, except: (a) Borrowers may prepay the Obligations to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect theretoto such repurchases, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further thatredemptions, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on retirements or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that acquisitions (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default exists or is continuing and (ii) US-Canada Undrawn Availability shall have occurred and not be continuing or would result therefrom; and less than the US-Canada Undrawn Availability Test Amount for the thirty (h30) any consecutive days ending as of the date of the most recently delivered US-Canada Borrowing Base Certificate). Notwithstanding the above, no European Loan Party may prepay may, at any Permitted PPP time that any amount of the European Facility Revolving Facility Usage is outstanding, directly or indirectly, repay any Indebtedness other than to another European Loan Party or acquire any Indebtedness other than of any other European Loan Party unless the European Undrawn Availability at that time, and any immediately after making such repayment, exceeds (and has at all obligations thereunder, times in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lenderpreceding 30 day period exceeded) $3,000,000. 16. Amendment of Section 7.19

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchaseNo Group Member shall (x) prepay, redeem, retire purchase, defease or otherwise acquire any Indebtedness of any Loan Party, satisfy prior to the scheduled maturity thereofthereof any Indebtedness (including for the avoidance of doubt, exceptobligations owing under the Second Lien Term Facility and obligations under the Foreign Restructuring Note), (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following: (a) Borrowers may (i) prepay the Obligations to Obligations, (ii) consummate a Permitted Refinancing as long as no Default has occurred and is continuing and (iii) prepay in full on the extent permitted hereunderClosing Date Indebtedness owing under the Existing Credit Agreement; (b) Borrowers may make mandatory prepayments in respect of prepay any Indebtedness owing by such Group Member under the Second Lien Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its SubsidiariesFacility; provided, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in such prepayment is made (x) no later than six months following the event that such financial statements are not so deliveredClosing Date and (y) concurrently with the receipt of, then and with, the Net Cash Proceeds of the first Qualified IPO or a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; portion thereof and (ii) on no Default or Event of Default has occurred and is then continuing or would result therefrom; (c) prepay, redeem, purchase, defease or otherwise satisfy prior to the date scheduled maturity thereof (or set apart any property for such purpose) (A) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such prepayment Group Member to any other Group Member (other than Holdings) and (B) otherwise, any Indebtedness owing to any Loan Party (other than Holdings); (d) make required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) but only, in the case of Subordinated Debt, to the extent not prohibited under the terms of the subordination provisions applicable thereto; (e) prepay any revolving Indebtedness under any working capital line of credit permitted by Section 8.1(n); (f) prepay any Indebtedness under the Second Lien Term Facility so long as the Consolidated Senior Secured Leverage Ratio on a Pro Form Basis, after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfieddoes not exceed 2.50:1.00; (g) Quantum may make payments in exchange for fractional shares in connection with prepay Indebtedness under the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests Foreign Restructuring Note so long as it is held by, and any such prepayments are made to, the Borrower or any Subsidiary of Borrower which is a Loan Party; (h) prepay prior to the scheduled maturity thereof any other Indebtedness (other than Subordinated Debt, Earn-Outs, Indebtedness under the Foreign Restructuring Note and Indebtedness under the Second Lien Term Facility) so long as (i) no Event of Default is continuing at the time of, or would result after giving effect to, such prepayment and (ii) availability under the Revolving Credit Commitment plus unrestricted cash or Cash Equivalents is in excess of $10,000,000 immediately after giving effect to any such prepayment; and (i) the Borrower may prepay Indebtedness (other than Subordinated Debt, Earn-Outs, Indebtedness under the Foreign Restructuring Note and Indebtedness under the Second Lien Term Facility) from the Available Basket in an amount equal to the Available Basket, so long as (x) no Default or Event of Default shall have occurred and be continuing and (y) both prior to and immediately after giving effect to such prepayment the Consolidated Leverage Ratio, determined on a Pro Forma Basis, shall not exceed (x) at any time prior to a Qualified IPO, 5.50:1.00 or would result therefrom; and (hy) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunderfollowing a Qualified IPO, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender3.50:1:00.

Prepayment of Indebtedness. At any time, directly or indirectly, voluntarily prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, prior to the scheduled maturity thereof, except: (a) Permitted Intercompany Investments, Permitted Purchase Money Indebtedness (to the extent in respect of assets no longer used in the business of any Loan Party) and any Permitted Refinancing Indebtedness in respect of the foregoing; (b) Borrowers may prepay the Obligations to the extent permitted hereunder; (bc) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness Obligations pursuant to Section 2.3(e2.05(c)(i) of the Term Loan Agreement (as in effect on the Closing Date hereof and as the same may be amended in accordance with the terms of the Intercreditor Agreement) in an amount not to exceed the Applicable ECF Percentage seventy-five percent (75%) of Excess Cash Flow (as defined in the Term Loan Agreement) of Quantum SMTC and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March December 31, 20232019, payable no earlier than the date on which the audited financial statements of Quantum SMTC and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5thin accordance with Section 2.05(c)(i) Business Day following delivery of the first monthly financial statements delivered Term Loan Agreement at any time thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the extent the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject can be satisfied with respect to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement;any such payment; and (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(cSections 2.05(c)(ii), 2.05(c)(iii) and 2.05(c)(iv) of the Term Loan Agreement (subject to Section 2.20(e) hereof) as in effect on the Closing Date hereof and Section 2.3(d) as the same may be amended in accordance with the terms of the Term Loan Intercreditor Agreement;). (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness Obligations pursuant to Section 2.1(c2.05(b) of the Term Loan Agreement (as in effect on the Closing Date hereof and as the same may be amended in accordance with the terms of the Intercreditor Agreement); provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Term Loan Voluntary Prepayment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender.. 074658.01845/123458281v.1

Prepayment of Indebtedness. At any time, directly or indirectly, voluntarily prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, prior to the scheduled maturity thereof, except: (a) Permitted Intercompany Investments, Permitted Purchase Money Indebtedness (to the extent in respect of assets no longer used in the business of any Loan Party) and any Permitted Refinancing Indebtedness in respect of the foregoing; (b) Borrowers may prepay the Obligations to the extent permitted hereunder; (bc) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness Obligations pursuant to Section 2.3(e2.05(c)(i) of the Term Loan Agreement (as in effect on the Closing Date hereof and as the same may be amended in accordance with the terms of the Intercreditor Agreement) in an amount not to exceed the Applicable ECF Percentage seventy-five percent (75%) of Excess Cash Flow (as defined in the Term Loan Agreement) of Quantum SMTC and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March December 31, 20232019, payable no earlier than the date on which the audited financial statements of Quantum SMTC and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5thin accordance with Section 2.05(c)(i) Business Day following delivery of the first monthly financial statements delivered Term Loan Agreement at any time thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the extent the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject can be satisfied with respect to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement;any such payment; and (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(cSections 2.05(c)(ii), 2.05(c)(iii) and 2.05(c)(iv) of the Term Loan Agreement (subject to Section 2.20(e) hereof) as in effect on the Closing Date hereof and Section 2.3(d) as the same may be amended in accordance with the terms of the Term Loan Intercreditor Agreement;). (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness Obligations pursuant to Section 2.1(c2.05(b) of the Term Loan Agreement (as in effect on the Closing Date hereof and as the same may be amended in accordance with the terms of the Intercreditor Agreement); provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Term Loan Voluntary Prepayment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender.

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchaseAmendment to Organization Documents; Payment of Earnouts and Other Deferred Purchase Price Obligations. (a) Voluntarily prepay, redeem, retire purchase, repurchase, defease or otherwise acquire any Indebtedness of any Loan Party, satisfy prior to the scheduled maturity thereof any Indebtedness that is subordinated, or required to be subordinated, to any of the Obligations (or secured by Liens that are subordinated, or required to be subordinated, to the Liens securing the Obligations) except as set forth in clauses (i) through (iv) below, or make any payment in violation of any subordination terms thereof, except: (ai) Borrowers may prepay the Obligations to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments or redemptions in respect of the Term Loan any Subordinated Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in each case, in an amount not to exceed the Applicable ECF Percentage in excess of Excess Cash Flow of Quantum and its Subsidiaries$500,000 in any Fiscal Year, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Event of Default exists at the time of or shall immediately result from the prepayment or redemption in respect of such Indebtedness; (ii) the Borrowers may make prepayments or redemptions in respect of any Subordinated Indebtedness to the extent funded with the proceeds of Qualified Equity Interests of Holdings and which are not used to increase the Available Amount; (iii) the Borrowers may make prepayments or redemptions in respect of any Subordinated Indebtedness in each case, so long as (x) no Event of Default shall have occurred and be continuing continuing, both immediately before or would as a result therefromof the making of such prepayment or redemption, (y) the Borrower Agent shall have delivered to Administrative Agent a certificate executed by a Responsible Officer demonstrating that, (A) after giving effect to such prepayment or redemption, the Loan Parties are in compliance on a Pro Forma Basis with the covenants set forth in Sections 7.12(a) and (b) for the Fiscal Quarter most recently ended as determined based on the financial statements for the most recently ended fiscal period that have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b) and (B) after giving effect to such prepayment or redemption, the Consolidated Senior Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis computed as of the last day of the most recently ended fiscal period for which financial statements have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b), and (z) immediately after giving effect thereto, Liquidity is at least $5,000,000; (iv) the Borrowers may make prepayments or redemptions in respect of any Subordinated Indebtedness in each case, in an amount not in excess of the Available Amount, so long as (i) no Event of Default exists or shall immediately result from the prepayment or redemption in respect of such Indebtedness, (ii) the Loan Parties shall be in compliance on a Pro Forma Basis with the covenants set forth in Sections 7.12(a) and (b) for the Fiscal Quarter most recently ended as determined based on the financial statements for the most recently ended fiscal period that have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b) and (iii) the Consolidated Total Net Leverage Ratio is not greater than 2.75 to 1.00 on a Pro Forma Basis computed as of the last day of the most recently ended fiscal period for which financial statements have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b); and (hv) any Loan Party may prepay any Permitted PPP make required regularly scheduled non-accelerated payments of interest, fees and other amounts owed in respect of Subordinated Indebtedness as and any when due and all obligations thereunderpayable (other than mandatory, voluntary or optional prepayments of principal), in each case, to the extent required by any Applicable Law or the PPP Loan Documents or solely to the extent permitted to be paid by PPP the applicable subordination or intercreditor provisions or agreement to which such Subordinated Indebtedness is subject. (b) Amend, modify or change in any manner any term or condition of any Subordinated Indebtedness or any other Indebtedness that is subordinated to any of the Obligations (or secured by Liens that are subordinated to the Liens securing the Obligations) in a manner that violates the subordination or intercreditor terms thereof or, to the extent not covered by the applicable subordination or intercreditor terms, is materially adverse to the Lenders. (c) Amend or otherwise modify any Organization Documents of such Person, except for such amendments or other modifications required by Law or which are not materially adverse to the interests of Administrative Agent or any Lender. (d) [reserved]. (e) Pay, redeem, purchase, repurchase, defease or otherwise satisfy any earnout obligations or other similar deferred purchase price obligations unless all of the following conditions have been satisfied: (i) no Default or Event of Default exists or shall immediately result from such payment, redemption, purchase, repurchase, defeasement or satisfaction of such obligation; and (ii) after giving effect to such payment, redemption, purchase, repurchase, defeasement or satisfaction, the Loan Parties shall be in compliance on a Pro Forma Basis with the covenants set forth in Sections 7.12(a) and (b) for the Fiscal Quarter most recently ended as determined based on the financial statements for the most recently ended fiscal period that have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b).

Prepayment of Indebtedness. At any timeIf a Default or an Event of Default has occurred and is continuing or an acceleration of the indebtedness evidenced by each Note has occurred, directly or indirectly, prepay any IndebtednessBorrower shall not voluntarily prepay, or repurchasepermit any Subsidiary (other than an Excluded Subsidiary) to voluntarily prepay, redeemthe principal amount, retire in whole or otherwise acquire any Indebtedness in part, of any Loan Party, prior to the scheduled maturity thereof, except: indebtedness other than (a) Borrowers may prepay the Obligations indebtedness owed to the extent permitted hereunder; each Lender hereunder or under some other agreement between Borrower and such Lender, (b) Borrowers may make mandatory prepayments in respect indebtedness which ranks pari passu with indebtedness evidenced by each Note which is or becomes due and owing whether by reason of the Term Loan Indebtedness pursuant acceleration or otherwise and (c) indebtedness which is exchanged for, or converted into, capital stock (or warrants to Section 2.3(eacquire capital stock) of the Term Loan Agreement in an amount Borrower that does not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiariesrequire dividends or other distributions prohibited by Section 8.15; provided, on a consolidated basishowever, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described notwithstanding anything in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject 8.12 to the terms of the Intercreditor Agreementcontrary, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) until such time as Borrower repays and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement terminates, fully secures with first priority liens (subject to Section 2.20(eCustomary Permitted Liens) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant satisfactory to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect theretoAdministrative Agent, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”combination thereof, all of the applicable subordination provisions Maximum Fourth Amendment Loan Commitment, all Fourth Amendment Loan Outstandings, each Unsecured Letter of Credit, and the Term A Loan, Borrower shall not, and shall not permit any Subsidiary to, voluntarily prepay, redeem, acquire, or repurchase for cash (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection indebtedness on terms more favorable to the holders thereof) any public note indenture indebtedness which ranks pari passu with indebtedness evidenced by the Notes, Subordinated Debt, or other public note indenture indebtedness (except for (w) any A/C/I Facility solely with the proceeds of indebtedness otherwise permitted hereunder, (x) refinancing of such indebtedness with indebtedness permitted under Section 8.22, and (y) the exchange or conversion of any Indebtedness all or part of such indebtedness into capital stock (or warrants or rights to acquire capital stock) of Borrower that has been contractually subordinated does not require dividends or other distributions prohibited by Section 8.15, and (z) pre-existing commitments under Borrower’s 10b(5)-1 plan to repurchase public note indenture indebtedness which ranks pari passu with indebtedness evidenced by the Notes due in right of payment the calendar years 2008 and 2009, not to exceed $40,000,000 in the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefromaggregate; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, provided further that Borrower agrees to terminate such plan to the extent required by that Borrower and its counsel, in their judgment, determine that Borrower may legally do so without the disclosure of any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lendermaterial non-public information that Borrower would not otherwise disclose).

Prepayment of Indebtedness. At Make any time, directly payment in cash on or indirectly, prepay in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness (the Indebtedness described in clauses (x), (y) and (z), the “Restricted Debt”), including any sinking fund or repurchasesimilar deposit, redeemon account of the purchase, retire redemption, retirement, acquisition, cancellation or otherwise acquire any Indebtedness termination of any Loan Party, Restricted Debt prior to the scheduled maturity thereof(collectively, “Restricted Debt Payments”), except: (a) Borrowers may prepay any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the Obligations proceeds of, Refinancing Indebtedness permitted to the extent permitted hereunderbe incurred pursuant to Section 7.6(m); (b) Borrowers may make mandatory prepayments in payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect of to Junior Indebtedness that are prohibited by the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”subordination provisions thereof); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to Restricted Debt Payments in exchange for, or, if the terms Specified Conditions have been satisfied, with proceeds of any issuance of, Qualified Equity Interests of the Intercreditor Agreement, Borrowers may make mandatory prepayments Borrowing Agent and/or any capital contribution in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) Qualified Equity Interests of the Term Loan Agreement;Borrowing Agent, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder, or as all or a portion of any Cure Amount, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Equity Interests of the Borrowing Agent or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 7.6; and (d) Borrowers may make mandatory prepayments other Restricted Debt Payments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; an unlimited amount, provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Specified Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender.

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness (other than the Convertible Subordinated Debt) of any Loan Party, prior to the scheduled maturity thereof, except: (a) Borrowers may prepay the Obligations to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement (as in effect on the Closing Date hereof and as the same may be amended in accordance with the terms of the Intercreditor Agreement) in an amount not equal to exceed the Applicable ECF Percentage fifty percent (50%) of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 20232018, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement (as in effect on the Closing Date hereof and as the same may be amended in accordance with the terms of the Intercreditor Agreement); (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section Sections 2.3(c) and 2.3(d) of the Term Loan Agreement (subject to Section 2.20(e) hereof) as in effect on the Closing Date hereof and Section 2.3(d) as the same may be amended in accordance with the terms of the Term Loan Intercreditor Agreement); (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement (as in effect on the Closing Date hereof and as the same may be amended in accordance with the terms of the Intercreditor Agreement); provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Prepayment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (g), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied;; and (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender.

Prepayment of Indebtedness. At any time, directly or indirectly, voluntarily prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, prior to the scheduled maturity thereofCompany, except: (a) Borrowers may prepay the Obligations to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfiedIntercompany Subordinated Debt Payments; (c) subject any voluntary transaction pursuant to which, in accordance with the terms and provisions of the Reimbursement/Cash Collateral Facility Documents and the Related L/C Facility Agreement, any one or more of the Loan Parties shall deliver to Related L/C Facility Issuer additional cash to be held by Related L/C Facility Issuer as Related L/C Facility Loan Parties Cash Collateral pursuant to a Related L/C Facility Loan Parties Cash Pledge Agreement in replacement of an equivalent amount of any Related L/C Facility Third Party Cash Collateral (which such amount of Related L/C Facility Third Party Cash Collateral shall thereupon be released by Related L/C Facility Issuer and returned to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Related L/C Facility Third Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (cCash Pledgor), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of but only so long as and to the definition of “Permitted Indebtedness”; provided extent that (ix) no Revolving Advance may be requested (nor may any proceeds of any Revolving Advance made on or about the date day of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (Atransaction be used) each to fund any portion of the Payment Conditions shall have been satisfied; Related L/C Facility Loan Parties Cash Collateral and (By) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall exist or shall have occurred and be continuing on such date, or would result therefromoccur after giving effect to such proposed transaction (and to any Indebtedness being incurred and/or any other transaction being closed and consummated by any Company concurrently/substantially contemporaneously with the closing and consummation on such transaction) (any such transaction, a “Related L/C Facility CC Replacement Transaction”); and (hd) prepayments, repurchases, redemptions or retirements in an aggregate amount not to exceed $5,000,000 in the aggregate in any Loan Party may prepay fiscal year but only so long as and to the effect that after giving pro forma effect to any Permitted PPP Indebtedness such payment (and any Indebtedness being incurred or requested and/or any other transaction being closed and all obligations thereunder, in each case, to the extent required consummated by any Applicable Law or Company concurrently/substantially contemporaneously with the PPP Loan Documents or to closing and consummation on such transaction), the extent permitted by PPP LenderPayment Conditions with respect thereto shall have been satisfied.

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, prior to the scheduled maturity thereof, except: (a) Borrowers may prepay the Obligations to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not equal to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 20232020, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section Sections 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied;; and (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender.

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party, prior to the scheduled maturity thereof, except: (a) Borrowers may prepay If a Default or an Event of Default has occurred and is continuing or an acceleration of the Obligations indebtedness evidenced by each Note has occurred, Borrower shall not voluntarily prepay, or permit any Subsidiary (other than an Excluded Subsidiary) to voluntarily prepay, the extent permitted hereunder;principal amount, in whole or in part, of any indebtedness other than (i) indebtedness owed to each Lender hereunder or under some other agreement between Borrower and such Lender, (ii) indebtedness which ranks pari passu with indebtedness evidenced by each Note which is or becomes due and owing whether by reason of acceleration or otherwise and (iii) indebtedness which is exchanged for, or converted into, capital stock (or warrants to acquire capital stock) of Borrower that does not require dividends or other distributions prohibited by Section 8.15. (b) Borrowers may make mandatory prepayments Notwithstanding anything in respect Section 8.12(a) to the contrary, until such time as Borrower repays and terminates, fully secures with first priority liens (subject to Customary Permitted Liens) satisfactory to Administrative Agent, or a combination thereof, all of the Term Maximum Fourth Amendment Loan Indebtedness pursuant to Section 2.3(e) Commitment, all Fourth Amendment Loan Outstandings, each Unsecured Letter of Credit (each as defined in the Revolving Credit Agreement), and the Term Loan Agreement Loans, Borrower shall not, and shall not permit any Subsidiary to, voluntarily prepay, redeem, acquire or repurchase (in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basiseach case, for each fiscal year commencing with cash or in exchange for indebtedness on terms more favorable to the fiscal year ending on holders thereof) any public note indenture indebtedness or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof Subordinated Debt (except for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in any A/C/I Facility solely with the event that such financial statements are not so deliveredproceeds of indebtedness otherwise permitted hereunder, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date refinancing (including without limitation, by way of any an exchange of indebtedness) of such prepayment indebtedness with indebtedness permitted under Section 8.22 and after giving effect thereto(iii) the prepayment, each redemption, acquisition or repurchase by Borrower of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; Borrower’s 5-1/8% Senior Notes due 2009, Borrower’s 6-1/2% Senior Notes due 2010, and Borrower’s 6-7/8% Senior Notes due 2011, provided further that, in the event Borrowers are unable to make any mandatory prepayment described in case of this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth subclause (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (ciii), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default has occurred and is continuing before or after giving effect to such prepayment, redemption, acquisition or repurchase, and Borrower shall have occurred made the Sixth Amendment Voluntary Term Loan Paydowns and be continuing or would result therefrom; and (h) any the Sixth Amendment Voluntary Revolving Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, Paydowns prior to the extent required by any Applicable Law first such prepayment, redemption, acquisition or the PPP Loan Documents or to the extent permitted by PPP Lenderrepurchase under this subclause (iii)).

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchaseSection 8.11(a) of the Credit Agreement is deleted and replaced with the following: (a) Prepay, redeem, retire purchase, repurchase, defease or otherwise acquire any Indebtedness of any Loan Party, satisfy prior to the scheduled maturity thereof any Indebtedness, or make any payment in violation of any subordination terms thereof, except: (a) Borrowers including in each case pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may prepay be set forth in the Obligations terms thereof or available to the extent permitted hereunder; Borrowers at its option, except, so long as no Default shall exist prior to or immediately thereafter, prepayments, redemptions, purchases, repurchases, defeasances or other satisfaction (bcollectively, a “Prepayment”) Borrowers may make mandatory of such Indebtedness, except (i) prepayments in respect of the Term Loan Subordinated Indebtedness made with the proceeds of other Indebtedness permitted to be incurred pursuant to Section 2.3(e8.02 and containing terms and conditions (including terms of subordination, security and maturity) of no less favorable in any material respect to the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier Lender than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), Indebtedness subject to adjustment when such financial statements are delivered to Agent as required hereby; and Prepayment, (ii) on the date of any such prepayment and after giving effect thereto, each prepayments of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further thatSubordinated Indebtedness, in including the event Borrowers are unable to make Specified Subordinated Indebtedness, or any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter Second Lien Indebtedness as expressly permitted by the applicable Intercreditor Agreement, and (iii) refinancings of all of the Second Lien Indebtedness as expressly permitted by the Second Lien Intercreditor Agreement. Notwithstanding the foregoing, the Loan Parties may at any time exercise any Special Setoff Rights to Agent cause the Centrex Earnout Payments to be reduced pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Centrex Purchase Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness.”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender.

Prepayment of Indebtedness. At any timeIf a Default or an Event of Default has occurred and is continuing or an acceleration of the indebtedness evidenced by each Note has occurred, directly or indirectly, prepay any IndebtednessBorrower shall not voluntarily prepay, or repurchasepermit any Subsidiary (other than an Excluded Subsidiary) to voluntarily prepay, redeemthe principal amount, retire in whole or otherwise acquire any Indebtedness in part, of any Loan Party, prior to the scheduled maturity thereof, except: indebtedness other than (a) Borrowers may prepay the Obligations indebtedness owed to the extent permitted hereunder; each Lender hereunder or under some other agreement between Borrower and such Lender, (b) Borrowers may make mandatory prepayments in respect indebtedness which ranks pari passu with indebtedness evidenced by each Note which is or becomes due and owing whether by reason of the Term Loan Indebtedness pursuant acceleration or otherwise and (c) indebtedness which is exchanged for, or converted into, capital stock (or warrants to Section 2.3(eacquire capital stock) of the Term Loan Agreement in an amount Borrower that does not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiariesrequire dividends or other distributions prohibited by Section 8.15; provided, on a consolidated basishowever, for each fiscal year commencing with the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described notwithstanding anything in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject 8.12 to the terms of the Intercreditor Agreementcontrary, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) until such time as Borrower repays and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement terminates, fully secures with first priority liens (subject to Section 2.20(eCustomary Permitted Liens) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant satisfactory to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect theretoAdministrative Agent, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”combination thereof, all of the applicable subordination provisions Maximum Fourth Amendment Loan Commitment, all Fourth Amendment Loan Outstandings, each Unsecured Letter of Credit, and the Term A Loan, Borrower shall not, and shall not permit any Subsidiary to, voluntarily prepay, redeem, acquire, or repurchase for cash (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection indebtedness on terms more favorable to the holders thereof) any public note indenture indebtedness which ranks pari passu with indebtedness evidenced by the Notes, Subordinated Debt, or other public note indenture indebtedness ((except for (w) any A/C/I Facility solely with the proceeds of indebtedness otherwise permitted hereunder, (x) refinancing of such indebtedness with indebtedness permitted under Section 8.22, and (y) the exchange or conversion of any Indebtedness all or part of such indebtedness into capital stock (or warrants or rights to acquire capital stock) of Borrower that has been contractually subordinated does not require dividends or other distributions prohibited by Section 8.15, and (z) pre-existing commitments under Borrower’s 10b(5)-1 plan to repurchase public note indenture indebtedness which ranks pari passu with indebtedness evidenced by the Notes due in right of payment the calendar years 2008 and 2009, not to exceed $40,000,000 in the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefromaggregate; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, provided further that Borrower agrees to terminate such plan to the extent required by that Borrower and its counsel, in their judgment, determine that Borrower may legally do so without the disclosure of any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lendermaterial non-public information that Borrower would not otherwise disclose).

Prepayment of Indebtedness. At any timeIf a Default or an Event of Default has occurred and is continuing or an acceleration of the indebtedness evidenced by each Note has occurred, directly or indirectly, prepay any IndebtednessBorrower shall not voluntarily prepay, or repurchasepermit any Subsidiary (other than an Excluded Subsidiary) to voluntarily prepay, the principal amount, in whole or in part, of any indebtedness other than (a) indebtedness owed to each Lender hereunder or under some other agreement between Borrower and such Lender, (b) indebtedness which ranks pari passu with indebtedness evidenced by each Note which is or becomes due and owing whether by reason of acceleration or otherwise and (c) indebtedness which is exchanged for, or converted into, capital stock (or warrants to acquire capital stock) of Borrower; provided, however, that, notwithstanding anything in this Section 8.12 to the contrary, Borrower shall not, and shall not permit any Subsidiary to, at any time during the Waiver Period, voluntarily prepay, redeem, retire acquire, or otherwise acquire any repurchase for cash (or in exchange for Indebtedness of any Loan Party, prior on terms more favorable to the scheduled maturity holders thereof) any public note indenture indebtedness which ranks pari passu with indebtedness evidenced by the Notes, except: Subordinated Debt, or other public note indenture indebtedness (a) Borrowers may prepay except for pre-existing commitments under Borrower’s 10b(5)-1 plan to repurchase public note indenture indebtedness which ranks pari passu with indebtedness evidenced by the Obligations Notes due in the calendar years 2008 and 2009, not to exceed $40,000,000 in the aggregate; provided further that Borrower agrees to terminate such plan to the extent permitted hereunder; (b) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum that Borrower and its Subsidiariescounsel, on a consolidated basisin their judgment, for each fiscal year commencing with determine that Borrower may legally do so without the fiscal year ending on or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof for such fiscal year are delivered to Agent (the “Excess Cash Flow Due Date”); provided that (i) in the event that such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject to adjustment when such financial statements are delivered to Agent as required hereby; and (ii) on the date disclosure of any such prepayment and after giving effect thereto, each of the Term Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof material non-public information that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfied; (c) subject to the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreement; (d) Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement; (e) Borrowers may make voluntary prepayments in respect of the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date any such prepayment is made and after giving effect thereto, each of the Payment Conditions shall have been satisfied; (f) any Loan Party and its Subsidiaries may prepay, repurchase, redeem, retire or Borrower would not otherwise acquire any Indebtedness described in clauses (cdisclose), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (t) or (u) of the definition of “Permitted Indebtedness”; provided that (i) on the date of any such prepayment, repurchase, redemption, retirement or other acquisition and after giving effect thereto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; and (ii) in connection with any prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum may make payments in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment to the Obligations, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (h) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunder, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender.

Prepayment of Indebtedness. At any time, directly or indirectly, prepay any Indebtedness, or repurchaseNo Group Member shall (x) prepay, redeem, retire purchase, defease or otherwise acquire any Indebtedness of any Loan Party, satisfy prior to the scheduled maturity thereofthereof any Indebtedness (including for the avoidance of doubt obligations under the Foreign Restructuring Note), except(y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following: (a) Borrowers may (i) prepay the Obligations to and the extent permitted hereunderFirst Priority Obligations, (ii) consummate a Permitted Refinancing as long as no Default has occurred and is continuing and (iii) prepay in full on the Closing Date Indebtedness owing under the Existing Credit Agreement; (b) Borrowers may make mandatory prepayments in respect of prepay, redeem, purchase, defease or otherwise satisfy prior to the Term Loan Indebtedness pursuant to Section 2.3(e) of the Term Loan Agreement in an amount not to exceed the Applicable ECF Percentage of Excess Cash Flow of Quantum and its Subsidiaries, on a consolidated basis, for each fiscal year commencing with the fiscal year ending on scheduled maturity thereof (or about March 31, 2023, payable no earlier than the date on which the audited financial statements of Quantum and its Subsidiaries referred to in Section 9.7 hereof set apart any property for such fiscal year are delivered to Agent purpose) (the “Excess Cash Flow Due Date”); provided that (iA) in the event case of any Group Member that is not a Loan Party, any Indebtedness owing by such financial statements are not so delivered, then a calculation of Excess Cash Flow based upon estimated amounts shall be made by Agent and Term Loan Agent upon which calculation Borrowers may make the prepayment permitted by this Section 7.17(b), subject Group Member to adjustment when such financial statements are delivered to Agent as required hereby; any other Group Member (other than Holdings) and (iiB) on the date of otherwise, any such prepayment and after giving effect thereto, each of the Term Indebtedness owing to any Loan ECF Mandatory Prepayment Conditions shall have been satisfied; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 7.17(b) on any Excess Cash Flow Due Date due the failure to satisfy the Term Loan ECF Mandatory Prepayment Conditions on such date, then Borrowers may make such prepayment on or before the fifth Party (5th) Business Day following delivery of the first monthly financial statements delivered thereafter to Agent pursuant to Section 9.9 hereof that demonstrates that the Term Loan ECF Mandatory Prepayment Conditions have been satisfiedother than Holdings); (c) subject make required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) but only, in the case of Subordinated Debt, to the extent not prohibited under the terms of the Intercreditor Agreement, Borrowers may make mandatory prepayments in respect of the Term Loan Indebtedness pursuant to Sections 2.3(a) and 2.3(b) of the Term Loan Agreementsubordination provisions applicable thereto; (d) Borrowers may make mandatory prepayments in respect prepay any revolving Indebtedness under any working capital line of the Term Loan Indebtedness pursuant to credit permitted by Section 2.3(c) of the Term Loan Agreement (subject to Section 2.20(e) hereof) and Section 2.3(d) of the Term Loan Agreement7.1(n); (e) Borrowers may make voluntary prepayments in respect of prepay Indebtedness under the Term Loan Indebtedness pursuant to Section 2.1(c) of the Term Loan Agreement; provided that on the date Foreign Restructuring Note so long as it is held by, and any such prepayment prepayments are made to, the Borrower or any Subsidiary of Borrower which is made and after giving effect thereto, each of the Payment Conditions shall have been satisfieda Loan Party; (f) prepay prior to the scheduled maturity thereof any Loan Party other Indebtedness (other than Subordinated Debt, Earn-Outs and its Subsidiaries may prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness described in clauses (c), (f), (g), (h), (i), (l), (n), (o), (p), (q), (r), (tunder the Foreign Restructuring Note) or (u) of the definition of “Permitted Indebtedness”; provided that so long as (i) on no Event of Default is continuing at the date of any such prepaymenttime of, repurchase, redemption, retirement or other acquisition and would result after giving effect theretoto, (A) each of the Payment Conditions shall have been satisfied; and (B) Quantum and its Subsidiaries, on a consolidated basis, are projected to be in compliance with each of the financial covenants set forth in Section 6.5 hereof for the four (4) fiscal quarter period ended one year after the proposed date of such payment; prepayment and (ii) unused revolver commitments under the First Lien Revolving Facility plus unrestricted cash or Cash Equivalents is in connection with excess of $8,500,000 immediately after giving effect to any such prepayment, repurchase, redemption, retirement or other acquisition of Indebtedness described in clauses (f), (h), (n) and (u) of the definition of “Permitted Indebtedness”, all of the applicable subordination provisions (or the conditions set forth in the applicable Subordination Agreement) related to such Indebtedness shall have been satisfied; (g) Quantum the Borrower may make payments prepay Indebtedness (other than Subordinated Debt, Earn-Outs and Indebtedness under the Foreign Restructuring Note) from the Available Basket in exchange for fractional shares in connection with the conversion of any Indebtedness that has been contractually subordinated in right of payment an amount equal to the ObligationsAvailable Basket, in an otherwise cashless exchange (with cash payment made in exchange for fractional shares) into Qualified Equity Interests so long as (x) no Default or Event of Default shall have occurred and be continuing and (y) both prior to and immediately after giving effect to such prepayment the Consolidated Leverage Ratio, determined on a Pro Forma Basis, shall not exceed (x) at any time prior to a Qualified IPO, 6.25:1.00 or would result therefrom; and (hy) any Loan Party may prepay any Permitted PPP Indebtedness and any and all obligations thereunderfollowing a Qualified IPO, in each case, to the extent required by any Applicable Law or the PPP Loan Documents or to the extent permitted by PPP Lender4.00:1.00.