Common use of Prepayment of Other Indebtedness, Etc Clause in Contracts

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except for Permitted Refinancing. (b) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of any Loan Party or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to Indebtedness arising under the Loan Documents, the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) the Borrower or any Subsidiary may make Voluntary Prepayments to the extent made solely with the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; and (iii) the Borrower or any Subsidiary may make any other Voluntary Prepayments so long as no Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment or would result therefrom; provided, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to any such Voluntary Prepayment on a Pro Forma Basis, the Borrower would be in compliance with the financial covenants set forth in Section 8.11. (c) Amend or modify any of the terms of the Second Lien Debt Documents in a manner that is not permitted by the Intercreditor Agreement. (d) Amend or modify any of the terms of the Indebtedness incurred pursuant to Section 8.03(q) in a manner that is not permitted by any applicable subordination or intercreditor agreement.

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except for Permitted Refinancing. (b) Make The Borrower will not make (or give any notice with respect thereto) ), or permit any Subsidiary to make (or give notice with respect thereto), any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness, including without limitation Indebtedness of any Loan Party or any Subsidiary (any such paymentunder the Senior Note Purchase Agreement, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to Senior Notes and/or the 2012 Senior Note Documents except Indebtedness arising under the Loan DocumentsDocuments and intercompany debt owed to any Loan Party; provided, the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) however, that the Borrower or any Subsidiary may make Voluntary Prepayments to (a) prepay Indebtedness under the extent made solely with Senior Note Purchase Agreement and/or the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; and (iii) the Borrower or any Subsidiary may make any other Voluntary Prepayments Senior Notes so long as no Default or Event of Default shall have occurred and be continuing at before or after giving effect to the time prepayment of such Voluntary Prepayment Indebtedness, (b) prepay Indebtedness of the Loan Parties assumed in connection with a Permitted Acquisition so long as no Default or would result therefromEvent of Default shall have occurred and be continuing before or after giving effect to the prepayment of such Indebtedness, (c) refinance Indebtedness under the 2012 Senior Note Documents in accordance with Section 8.12(b)(ii) so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect to the refinancing of such Indebtedness, (d) prepay Indebtedness of the Loan Parties described under Item 7 (and the attached spreadsheet) of Schedule 8.12, so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect to the prepayment of such Indebtedness and (e) prepay Indebtedness under the 2012 Senior Notes in an aggregate amount not to exceed $15,000,000 in any fiscal year; provided, further, that, with respect to this clause so long as (iii), any Voluntary Prepayment w) no Default or Event of Indebtedness incurred in reliance on Section 8.03(k) Default shall have occurred and be continuing before or 8.03(p) shall only be permitted if, after giving effect to any such Voluntary Prepayment prepayment, (x) the Adjusted Total Debt to EBITDAR Ratio on a Pro Forma BasisBasis after giving effect to any such prepayment is at least 0.25:1.0 less than (or one quarter-turn inside) the maximum Adjusted Total Debt to EBITDAR Ratio permitted by Section 7.2 at such time, (y) the Borrower would has at least $25,000,000 of availability under the Aggregate Revolving Commitments after giving effect to any such prepayment and (z) no Loans nor the proceeds of any Borrowing or other credit extension hereunder shall be in compliance with the financial covenants set forth in Section 8.11used to make any such prepayment. (c) Amend or modify any of the terms of the Second Lien Debt Documents in a manner that is not permitted by the Intercreditor Agreement. (d) Amend or modify any of the terms of the Indebtedness incurred pursuant to Section 8.03(q) in a manner that is not permitted by any applicable subordination or intercreditor agreement.

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of any Indebtedness in excess of $100,000 of any Loan Party GFI or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)Documents) if such amendment or modification would add or change any terms in a manner materially adverse to any Loan Party GFI or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except for Permitted Refinancingto the extent the incurrence of such Indebtedness as so amended would be permitted hereunder. (b) Make After the occurrence and during the continuation of any Default or Event of Default, with respect to any Indebtedness other than the JPI Subordinated Indebtedness and any Additional Subordinated Indebtedness, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any such Indebtedness of any Loan Party GFI or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to other than Indebtedness arising under the Loan Documents). (c) With respect to the JPI Subordinated Indebtedness, the StoneX Financial Margin Facility and the StoneX Commodity Facility; (i) make or offer to make any principal payments with respect to such JPI Subordinated Indebtedness (other than scheduled principal payments), (ii) the Borrower redeem or offer to redeem any Subsidiary may make Voluntary Prepayments to the extent made solely with the proceeds of an issuance of common Equity Interests of such Person JPI Subordinated Indebtedness, or the proceeds of any regulatory capital that is released; and (iii) deposit any funds intended to discharge such JPI Subordinated Indebtedness; provided that upon or after the Borrower consummation of an initial Public Equity Offering, GFI may prepay or any Subsidiary may make any other Voluntary Prepayments redeem JPI Subordinated Indebtedness with proceeds from such Public Equity Offering so long as (A) no Default or Event of Default shall have occurred exists immediately prior to and be continuing at the time of such Voluntary Prepayment or would result therefrom; provided, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to any such Voluntary Prepayment on a Pro Forma Basisprepayment or redemption, (B) the Borrower would be aggregate amount utilized by GFI to prepay or redeem such JPI Subordinated Indebtedness plus the aggregate amount paid by GFI for all Capital Stock purchased, redeemed, acquired or retired in compliance accordance with the financial covenants set forth in Section 8.11. (c8.06(d) Amend or modify any hereof does not exceed 50% of the terms aggregate proceeds received from such initial Public Equity Offering and (C) such redemptions or prepayments are made within one hundred and eighty (180) days of the Second Lien Debt Documents in a manner that is not permitted by the Intercreditor Agreementconsummation of such initial Public Equity Offering. (d) Amend With respect to any Additional Subordinated Indebtedness, (i) make or modify offer to make any principal payments (other than scheduled principal payments) with respect to such Additional Subordinated Indebtedness, (ii) redeem or offer to redeem any of the terms of the Indebtedness incurred pursuant such Additional Subordinated Indebtedness, or (iii) deposit any funds intended to Section 8.03(q) in a manner that is not permitted by any applicable subordination or intercreditor agreementdischarge such Additional Subordinated Indebtedness.

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) belowj)) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except for Permitted Refinancing. (b) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of any Loan Party or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to Indebtedness arising under the Loan Documents, the StoneX INTL FCStone Financial Margin Facility and the StoneX Commodity FCStone Merchant Facility; (ii) the Borrower or any Subsidiary may make Voluntary Prepayments to the extent made solely with the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is releasedPerson; and (iii) the Borrower or any Subsidiary may make any other Voluntary Prepayments so long as no Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment or would result therefrom; provided, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to any such Voluntary Prepayment on a Pro Forma Basis, the Borrower would be in compliance with the financial covenants set forth in Section 8.11. (c) Amend or modify any of the terms of the Second Lien Debt Documents in a manner that is not permitted by the Intercreditor Agreement. (d) Amend or modify any of the terms of the Indebtedness incurred pursuant to Section 8.03(q) in a manner that is not permitted by any applicable subordination or intercreditor agreement.

Prepayment of Other Indebtedness, Etc. (a) Amend Prepay, redeem, purchase, defease or modify otherwise satisfy prior to the scheduled maturity thereof in any of the terms manner, or make any payment in violation of any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)) if such amendment or modification would add or change any subordination terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except for Permitted Refinancing. (b) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of any Loan Party or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: other than: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to Indebtedness arising under the Loan Documents, the StoneX Financial Margin Facility and the StoneX Commodity Facility; ; (ii) the Borrower or Indebtedness arising under any Subsidiary may make Voluntary Prepayments to the extent made solely with the proceeds of an issuance of common Equity Interests of such Person or the proceeds of Swap Contract between any regulatory capital that is releasedLoan Party and any Swap Bank; and and (iii) a voluntary or optional prepayment of the Borrower or any Subsidiary may make any other Voluntary Prepayments Convertible Notes prior to the due date thereof so long as before and after giving effect to any such prepayment, no Default or Event of Default shall have occurred and be continuing at continuing; (iv) Permitted Refinancing Indebtedness permitted by Section 8.03; and (v) any optional or voluntary prepayment of Indebtedness (other than the time of such Voluntary Prepayment Subordinated Indebtedness, excluding the Convertible Notes) not to exceed $5,000,000 in the aggregate from the Closing Date so long as no Default exists or would result therefrom; provided, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to any such Voluntary Prepayment on a Pro Forma Basis, the Borrower would be in compliance with the financial covenants set forth in Section 8.11. (cb) Amend Amend, modify or modify change any of the terms of the Second Lien Debt Convertible Notes, the Convertible Notes Indenture, any Subordinated Indebtedness Documents in a manner that is not permitted by or any Subordinated Indebtedness (other than the Intercreditor Agreement. (d) Amend conversion of the Convertible Notes into cash, common Equity Interests of the Borrower and associated rights or modify any securities convertible into common Equity Interests of the Borrower pursuant to the terms of the Indebtedness incurred pursuant to Section 8.03(qConvertible Notes Documents) if such amendment, modification or change would add, modify or change any terms in a manner that is not permitted by any applicable subordination materially adverse to the interests of the Loan Parties or intercreditor agreementLenders.

Prepayment of Other Indebtedness, Etc. Permit any Consolidated Party: (a) Amend if any Default has occurred or modify any of the terms of any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c)is continuing, (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except for Permitted Refinancing. (b) Make make (or give any notice with respect thereto) any voluntary or optional payment or prepayment of any Subordinated Indebtedness, or optional make (or give any notice with respect thereto) any other repayment, redemption or acquisition for value of or defeasance (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of with respect thereto, and (b) if any Indebtedness of any Loan Party Default has occurred and is continuing or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance would be directly or exchange being referred to herein indirectly caused as a “Voluntary Prepayment”); provided that: result thereof, after the issuance thereof, to (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to Indebtedness arising under the Loan Documents, the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) the Borrower or any Subsidiary may make Voluntary Prepayments to the extent made solely with the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; and (iii) the Borrower or any Subsidiary may make any other Voluntary Prepayments so long as no Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment or would result therefrom; provided, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to any such Voluntary Prepayment on a Pro Forma Basis, the Borrower would be in compliance with the financial covenants set forth in Section 8.11. (c) Amend amend or modify any of the terms of any Indebtedness of such Person (other than Indebtedness arising under the Second Lien Debt Loan Documents but including the Convertible Senior Debentures and any Refinancing Indebtedness) if such amendment or modification would add or change any terms in a manner adverse in any material respect to such Person or to the Lenders, or (ii) shorten the final maturity or average life to maturity thereof or require any payment thereon to be made sooner than originally scheduled or increase the interest rate applicable thereto, or (iii) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment thereof, or make (or give any notice with respect thereto) any other voluntary or optional repayment, redemption or acquisition for value or defeasance (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due, but excluding any payment in the form of Capital Stock of the Borrower), refund, refinance or exchange with respect thereto; provided, however, with respect to the Convertible Senior Debentures, in the event the related payment is financed by the Borrower using the proceeds of additional Indebtedness (other than Indebtedness under this Agreement) (the “Refinancing Indebtedness”), such Refinancing Indebtedness shall not (i) have a maturity date (which, for the purposes hereof in the case of any Back-Stopped Bridge Facility, shall be the maturity date of any rollover or other extension financing specified with respect thereto) that occurs on or before the date that is not permitted by six months after the Intercreditor Maturity Date, (ii) require any payment thereon to be made sooner than originally scheduled under the Convertible Senior Debentures, as applicable, or (iii) have terms that are more adverse in any material respect to the Borrower or to the Lenders than this Agreement. (d) Amend or modify any of the terms of the Indebtedness incurred pursuant to Section 8.03(q) in a manner that is not permitted by any applicable subordination or intercreditor agreement.

Prepayment of Other Indebtedness, Etc. (a) Amend If any Default exists or would result therefrom, amend or modify any of the terms of any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)) Subordinated Debt if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Restricted Subsidiary, or shorten the final maturity or average life Weighted Average Life to maturity Maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that, except for Permitted Refinancingno amendment or modification may be made to the terms of any Indebtedness incurred pursuant to Section 8.03(f) or (o) if, as a result of such amendment or modification, the amended or modified Indebtedness would not be permitted to be incurred pursuant to Section 8.03(f) or (o). (b) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of any Loan Party or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refundany Subordinated Debt, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: except (i) the Borrower or refinancing thereof with any Subsidiary may make Voluntary Prepayments with respect Indebtedness (to the extent such Indebtedness arising under constitutes a Permitted Refinancing), to the Loan Documentsextent not required to prepay any Loans pursuant to Section 2.05(b), the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) the Borrower conversion or exchange of any Subsidiary may make Voluntary Prepayments Subordinated Debt to the extent made solely with the proceeds of an issuance of common or for Equity Interests (other than Disqualified Capital Stock) of such Person or the proceeds of any regulatory capital that is released; and Parent, (iii) the Borrower prepayment of Subordinated Debt of the Company or any Restricted Subsidiary may make to the Company or any Restricted Subsidiary, subject to the subordination provisions applicable to any such Indebtedness, (iv) repayments, redemptions, purchases, defeasances and other Voluntary Prepayments so long payments in respect of Subordinated Debt prior to the scheduled maturity thereof in an aggregate amount not to exceed the Available Amount that is Not Otherwise Applied as no Event of Default shall have occurred and be continuing at in effect immediately prior to the time of making of such Voluntary Prepayment repayments, redemptions, purchases, defeasances and other payments; provided that (x) no Default has occurred and is continuing or would result therefrom; providedtherefrom and (y) solely to the extent such payments, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred prepayments or redemptions are made in reliance on Section 8.03(kclause (a) or 8.03(p) shall only be permitted ifof the definition of “Available Amount”, both before and after giving effect to any such Voluntary Prepayment payments, prepayments or redemptions, the Consolidated Net Leverage Ratio (calculated on a Pro Forma Basis) is less than or equal to 5.00:1.00, and the Borrower would be Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that the Loan Parties are in compliance with the financial covenants set forth in Section 8.11requirements of this clause (y). (c) Amend or modify any of the terms of the Second Lien Debt Documents in a manner that is not permitted by the Intercreditor Agreement. (d) Amend or modify any of the terms of the Indebtedness incurred pursuant to Section 8.03(q) in a manner that is not permitted by any applicable subordination or intercreditor agreement.

Prepayment of Other Indebtedness, Etc. (a) Amend Prepay, redeem, purchase, defease or modify otherwise satisfy prior to the scheduled maturity thereof in any of the terms manner, or make any payment in violation of any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)) if such amendment or modification would add or change any subordination terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except for Permitted Refinancing. (b) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of any Loan Party or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: other than: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to Indebtedness arising under the Loan Documents, the StoneX Financial Margin Facility and the StoneX Commodity Facility; ; (ii) the Borrower or Indebtedness arising under any Subsidiary may make Voluntary Prepayments to the extent made solely with the proceeds of an issuance of common Equity Interests of such Person or the proceeds of Swap Contract between any regulatory capital that is releasedLoan Party and any Swap Bank; and and (iii) a voluntary or optional prepayment of the Borrower or any Subsidiary may make any other Voluntary Prepayments Convertible Notes prior to the due date thereof so long as (A) before and after giving effect to any such prepayment, no Default or Event of Default shall have occurred and be continuing at continuing, (B) prior to any such prepayment, the time of such Voluntary Prepayment or would result therefrom; provided, further, that, with respect Borrower shall deliver to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to any such Voluntary Prepayment prepayment the Borrower is in compliance with Section 8.11 on a Pro Forma BasisBasis and (C) after giving effect to any such prepayment, the Borrower has unrestricted cash and availability under the Aggregate Revolving Commitments in an aggregate amount of not less than $30,000,000; (iv) Permitted Refinancing Indebtedness permitted by Section 8.03; and (v) any optional or voluntary prepayment of Indebtedness (other than the Subordinated Indebtedness, including without limitation the Convertible Notes) not to exceed $5,000,000 in the aggregate from the Closing Date so long as no Default exists or would be in compliance with the financial covenants set forth in Section 8.11result therefrom. (cb) Amend Amend, modify or modify change any of the terms of the Second Lien Debt Convertible Notes, the Convertible Notes Indenture, any Subordinated Indebtedness Documents in a manner that is not permitted by or any Subordinated Indebtedness (other than the Intercreditor Agreement. (d) Amend conversion of the Convertible Notes into cash, common Equity Interests of the Borrower and associated rights or modify any securities convertible into common Equity Interests of the Borrower pursuant to the terms of the Indebtedness incurred pursuant to Section 8.03(qConvertible Notes Documents) if such amendment, modification or change would add, modify or change any terms in a manner that is not permitted by any applicable subordination materially adverse to the interests of the Loan Parties or intercreditor agreementLenders.

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except for Permitted Refinancing. (b) Make The Borrower will not make (or give any notice with respect thereto) ), or permit any Subsidiary to make (or give notice with respect thereto), any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness, including without limitation Indebtedness under the Senior Note Documents except Indebtedness under the Loan Documents and intercompany debt owed to any Loan Party; provided, however, that the Borrower may (a) prepay Indebtedness of any the Loan Party or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein Parties secured by real property and set forth on Schedule 8.12 so long as a “Voluntary Prepayment”); provided that: (i) after giving effect to such prepayment on a Pro Forma Basis, the Borrower does not have any Loans or any Subsidiary may make Voluntary Prepayments with respect to Indebtedness arising under the Loan Documentsother amounts outstanding hereunder, the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) once such Indebtedness is prepaid in full, the Liens on such real property shall be terminated, and the Borrower or any Subsidiary may make Voluntary Prepayments shall provide evidence of such termination to the extent made solely with Administrative Agent in form and substance reasonably satisfactory to the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; Administrative Agent and (iii) the Borrower no Default or any Subsidiary may make any other Voluntary Prepayments so long as no Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment before or would result therefrom; provided, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to such prepayment, (b) refinance Indebtedness under the Senior Note Documents in accordance with Section 8.12(b)(ii) so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect to the refinancing of such Indebtedness and (c) repurchase Indebtedness under the Senior Note Documents in an amount not to exceed $20,000,000 in any fiscal year so long as (i) after giving effect to such Voluntary Prepayment repurchase on a Pro Forma Basis, the Borrower would does not have any Loans or other amounts outstanding hereunder and (ii) no Default or Event of Default shall have occurred and be in compliance with the financial covenants set forth in Section 8.11continuing before or after giving effect to such repurchase. (c) Amend or modify any of the terms of the Second Lien Debt Documents in a manner that is not permitted by the Intercreditor Agreement. (d) Amend or modify any of the terms of the Indebtedness incurred pursuant to Section 8.03(q) in a manner that is not permitted by any applicable subordination or intercreditor agreement.

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of any Indebtedness for borrowed money in excess of $100,000 the Threshold Amount of any Loan Party or any Subsidiary that is expressly subordinated in right of payment of the Obligations (such Indebtedness, “Junior Indebtedness”) (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) belowh)) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable theretoscheduled, except for Permitted RefinancingRefinancings. (b) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Junior Indebtedness of any Loan Party or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided provided, that: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to Junior Indebtedness arising under the Loan Documents, the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) the Borrower or any Subsidiary may make Voluntary Prepayments to the extent made solely with the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; (iii) for the avoidance of doubt, the Borrower may any payment of interest and fees due thereunder, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder and any payment of principal on the scheduled maturity date of any Junior Indebtedness, (iv) from and after the consummation of the Clover Acquisition, the Borrower or any Subsidiary may make Voluntary Prepayments with respect to any Clover Subordinated Debt; and (iiiv) the Borrower or any Subsidiary may make any other Voluntary Prepayments so long as no Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment or would result therefrom; provided, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to any such Voluntary Prepayment on a Pro Forma Basis, the Borrower would be in compliance with the financial covenants set forth in Section 8.11. (c) Amend or modify any of the terms of the Second Lien Debt Documents in a manner that is not permitted by the Existing Junior Lien Intercreditor Agreement. (d) Amend or modify any of the terms of the any Junior Indebtedness incurred pursuant to Section 8.03(q8.03(s) in a manner that is not permitted by any applicable subordination or intercreditor agreement.Intercreditor Agreement. 110

Prepayment of Other Indebtedness, Etc. (a) Amend If any Default exists or would result therefrom, amend or modify any of the terms of any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)) Subordinated Debt if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Restricted Subsidiary, or shorten the final maturity or average life Weighted Average Life to maturity Maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that, except for Permitted Refinancingno amendment or modification may be made to the terms of any Indebtedness incurred pursuant to Section 8.03(f) or (o) if, as a result of such amendment or modification, the amended or modified Indebtedness would not be permitted to be incurred pursuant to Section 8.03(f) or (o). (b) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of any Loan Party or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refundany Subordinated Debt, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: except (i) the Borrower or refinancing thereof with any Subsidiary may make Voluntary Prepayments with respect Indebtedness (to the extent such Indebtedness arising under constitutes a Permitted Refinancing), to the Loan Documentsextent not required to prepay any Loans pursuant to Section 2.05(b), the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) the Borrower conversion or exchange of any Subsidiary may make Voluntary Prepayments Subordinated Debt to the extent made solely with the proceeds of an issuance of common or for Equity Interests (other than Disqualified Capital Stock) of such Person or the proceeds of any regulatory capital that is released; and Parent, (iii) the Borrower prepayment of Subordinated Debt of the Company or any Restricted Subsidiary may make to the Company or any Restricted Subsidiary, subject to the subordination provisions applicable to any such Indebtedness, (iv) repayments, redemptions, purchases, defeasances and other Voluntary Prepayments so long payments in respect of Subordinated Debt prior to the scheduled maturity thereof in an aggregate amount not to exceed the Available Amount that is Not Otherwise Applied as no Event of Default shall have occurred and be continuing at in effect immediately prior to the time of making of such Voluntary Prepayment repayments, redemptions, purchases, defeasances and other payments; #95484613v795537764v17 provided that (x) no Default has occurred and is continuing or would result therefrom; providedtherefrom and (y) solely to the extent such payments, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred prepayments or redemptions are made in reliance on Section 8.03(kclause (a) or 8.03(p) shall only be permitted ifof the definition of “Available Amount”, both before and after giving effect to any such Voluntary Prepayment payments, prepayments or redemptions, the Consolidated Net Leverage Ratio (calculated on a Pro Forma Basis) is less than or equal to 5.00:1.00, and the Borrower would be Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that the Loan Parties are in compliance with the financial covenants set forth in Section 8.11requirements of this clause (y). (c) Amend or modify any of the terms of the Second Lien Debt Documents in a manner that is not permitted by the Intercreditor Agreement. (d) Amend or modify any of the terms of the Indebtedness incurred pursuant to Section 8.03(q) in a manner that is not permitted by any applicable subordination or intercreditor agreement.

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except for Permitted Refinancing. (b) Make The Borrower will not make (or give any notice with respect thereto) ), or permit any Subsidiary to make (or give notice with respect thereto), any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness, including without limitation Indebtedness under the Senior Note Documents except Indebtedness under the Loan Documents and intercompany debt owed to any Loan Party; provided, however, that the Borrower may (a) prepay Indebtedness of any the Loan Party or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein Parties secured by real property and set forth on Schedule 8.12 so long as a “Voluntary Prepayment”); provided that: (i) after giving effect to such prepayment on a Pro Forma Basis, the Borrower does not have any Loans or any Subsidiary may make Voluntary Prepayments with respect to Indebtedness arising under the Loan Documentsother amounts outstanding hereunder, the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) once such Indebtedness is prepaid in full, the Liens on such real property shall be terminated, and the Borrower or any Subsidiary may make Voluntary Prepayments shall provide evidence of such termination to the extent made solely with Administrative Agent in form and substance reasonably satisfactory to the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; Administrative Agent and (iii) the Borrower no Default or any Subsidiary may make any other Voluntary Prepayments so long as no Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment before or would result therefrom; provided, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to such prepayment, (b) refinance Indebtedness under the Senior Note Documents in accordance with Section 8.12(b)(ii) so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect to the refinancing of such Indebtedness and (c) repurchase Indebtedness under the Senior Note Documents in an amount not to exceed $20,000,000 in any fiscal year so long as (i) after giving effect to such Voluntary Prepayment repurchase on a Pro Forma Basis, the Borrower would does not have any Loans or other amounts outstanding hereunder, (ii) no Default or Event of Default shall have occurred and be continuing before or after giving effect to such repurchase and (iii) the Borrower shall be in compliance on a Pro Forma Basis after giving effect to such repurchase with the financial covenants set forth in Section 8.11. Article VII (c) Amend or modify any and the Borrower shall have provided the Administrative Agent a certificate of a Responsible Officer of the terms of the Second Lien Debt Documents in a manner that is not permitted by the Intercreditor AgreementBorrower confirming compliance with clauses (i) and (ii)). (d) Amend or modify any of the terms of the Indebtedness incurred pursuant to Section 8.03(q) in a manner that is not permitted by any applicable subordination or intercreditor agreement.

Prepayment of Other Indebtedness, Etc. (a) Amend If any Default exists or would result therefrom, amend or modify any of the terms of any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)) Subordinated Debt if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Restricted Subsidiary, or shorten the final maturity or average life Weighted Average Life to maturity Maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto; provided that, except for Permitted Refinancingno amendment or modification may be made to the terms of any Indebtedness incurred pursuant to Section 8.03(f) or (o) if, as a result of such amendment or modification, the amended or modified Indebtedness would not be permitted to be incurred pursuant to Section 8.03(f) or (o). (b) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of any Loan Party or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refundany Subordinated Debt, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: except (i) the Borrower or refinancing thereof with any Subsidiary may make Voluntary Prepayments with respect Indebtedness (to the extent such Indebtedness arising under constitutes a Permitted Refinancing), to the Loan Documentsextent not required to prepay any Loans pursuant to Section 2.05(b), the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) the Borrower conversion or exchange of any Subsidiary may make Voluntary Prepayments Subordinated Debt to the extent made solely with the proceeds of an issuance of common or for Equity Interests (other than Disqualified Capital Stock) of such Person or the proceeds of any regulatory capital that is released; and Parent, (iii) the Borrower prepayment of Subordinated Debt of the Company or any Restricted Subsidiary may make to the Company or any Restricted Subsidiary, subject to the subordination provisions applicable to any such Indebtedness, (iv) repayments, redemptions, purchases, defeasances and other Voluntary Prepayments so long payments in respect of Subordinated Debt prior to the scheduled maturity thereof in an aggregate amount not to exceed the Available Amount that is Not Otherwise Applied as no Event of Default shall have occurred and be continuing at in effect immediately prior to the time of making of such Voluntary Prepayment repayments, redemptions, purchases, defeasances and other payments; provided that (x) no Default has occurred and is continuing or would result therefrom; providedtherefrom and (y) solely to the extent such payments, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred prepayments or redemptions are made in reliance on Section 8.03(kclause (a) or 8.03(p) shall only be permitted ifof the definition of “Available Amount”, both before and after giving effect to any such Voluntary Prepayment payments, prepayments or redemptions, the Consolidated Net Leverage Ratio (calculated on a Pro Forma Basis) is less than or equal to 5.00:1.00, and the Borrower would be Administrative Agents shall have received a Pro Forma Compliance Certificate demonstrating that the Loan Parties are in compliance with the financial covenants set forth in Section 8.11requirements of this clause (y). (c) Amend or modify any of the terms of the Second Lien Debt Documents in a manner that is not permitted by the Intercreditor Agreement. (d) Amend or modify any of the terms of the Indebtedness incurred pursuant to Section 8.03(q) in a manner that is not permitted by any applicable subordination or intercreditor agreement.

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of any Indebtedness in excess of $100,000 (including without limitation the documentation governing any Permitted Subordinated Indebtedness) of any Loan Party Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents Documents, any Swap Contract permitted under Section 8.03(d) and intercompany Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by under Section 8.03(p) shall be subject to the limitations specified clause (c) below)8.03) if (i) the terms of such amendment or modification would not be permitted under Section 8.03 in the documentation of such Indebtedness if incurred on the date of such amendment or modification and (ii) such amendment or modification would add or change any terms in a manner materially adverse to the Lenders, any Loan Party Borrower or any Subsidiary, or shorten including but not limited to shortening the final maturity or average life to maturity or require maturity, requiring any payment to be made sooner than originally scheduled or increase increasing the interest rate applicable thereto, except for Permitted Refinancing. (b) Make (or give any notice with respect thereto) any voluntary or optional payment (including, without limitation, any payment of cash for any securities surrendered to any Borrower or prepayment or optional any Subsidiary for conversion), prepayment, redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), ) or any voluntary or optional refund, refinance or exchange of any Indebtedness (including without limitation the documentation governing any Permitted Subordinated Indebtedness) of any Loan Party Borrower or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to other than Indebtedness arising under the Loan Documents, the StoneX Financial Margin Facility any Swap Contracts permitted under Section 8.03(d) and the StoneX Commodity Facilityintercompany Indebtedness permitted under Section 8.03); (ii) the Borrower or any Subsidiary may make Voluntary Prepayments provided, however, notwithstanding anything in this Agreement to the extent made solely with the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; and (iii) the Borrower or any Subsidiary may make any other Voluntary Prepayments contrary, so long as no Default or Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment or would occur as a result therefrom; provided, furtherthe Company and each Subsidiary may prepay (including, thatwithout limitation, by way of redemption or by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due) (and provide any notice with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to any such Voluntary Prepayment on a Pro Forma Basisprepayment) any or all Indebtedness (or pay cash for any securities surrendered to the Company or such Subsidiary for conversion) including any or all Indebtedness under the Senior Notes, the Borrower Senior Note Indenture and the documentation governing any Permitted Subordinated Indebtedness. Notwithstanding the foregoing, the Company or any Subsidiary may purchase any or all of its Indebtedness under the documents governing any Permitted Subordinated Indebtedness so long as no Default or Event of Default shall have occurred and be continuing or would be in compliance with the financial covenants set forth in Section 8.11occur as a result therefrom. (c) Amend or modify any of the terms of the Second Lien Debt Documents Underwriting Agreement or the Indemnity Agreement (as defined in the Underwriting Agreement) if any such amendment or modification would add or change any terms in a manner that is not permitted by materially adverse to the Lenders or the Indemnitors (as defined in the Intercreditor Agreement)Company or relevant Subsidiary; provided that this Section 8.12(c) shall not prohibit any issuance of Bonds (as defined in the Underwriting Agreement), the joinder of or other change in any parties to the Surety Credit Documents in accordance with their terms or any amendments or modifications which do not require the consent of any Loan Party or Subsidiary. (d) Amend or modify any of the terms of the Indebtedness incurred pursuant to Section 8.03(q) Senior Note Indenture if any such amendment or modification would add or change any terms in a manner materially adverse to the Lenders; provided that is this Section 8.12(d) shall not permitted by prohibit any applicable subordination issuance of the Senior Notes, the joinder of or intercreditor agreementother change in any parties to the Senior Note Indenture or the Senior Notes in accordance with their terms or any amendments or modifications which do not require the consent of any Loan Party or Subsidiary.

Prepayment of Other Indebtedness, Etc. (a) Amend Prepay, redeem, purchase, defease or modify otherwise satisfy prior to the scheduled maturity thereof in any of the terms manner, or make any payment in violation of any subordination terms of, any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents or as permitted in paragraphs (b) and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except for Permitted Refinancing. (b) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of any Loan Party or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to Indebtedness arising under the Loan Documents, the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) the Borrower or any Subsidiary may make Voluntary Prepayments to the extent made solely with the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; and (iii) the Borrower or any Subsidiary may make any other Voluntary Prepayments so long as no Event of Default shall have occurred exists or would result therefrom, any Loan Party or any Subsidiary may prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof Indebtedness (other than Subordinated Indebtedness and the Investor Note) (i) with the proceeds of any Equity Issuance, (ii) if the Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such prepayment, redemption, repurchase, defeasement or other satisfaction, is less than 3.00 to 1.0, (iii) any mandatory redemption, repayment or repurchase event not in the nature of a default (I) that is triggered by receipt of proceeds of a debt incurrence, equity issuance, asset sale, casualty or other proceeds-generating event and is only to the extent of proceeds received or (II) constituting a “special mandatory redemption” or similar requirement applicable to debt securities incurred to finance one or more transactions if such transaction(s) will not be continuing consummated or are not consummated within a specified timeframe, (iv) any bridge loans, extended term loans or other short-term indebtedness with the proceeds of Permitted Junior Debt incurred to refinance such bridge loans, extended term loans or other short-term indebtedness, (v) consisting of Senior Notes if at the time of such Voluntary Prepayment prepayment, redemption, repurchase, defeasement or would result therefrom; provided, further, that, with respect to this clause other satisfaction (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(kI) or 8.03(pthere are no Revolving Loans outstanding and (II) shall only be permitted if, after giving effect to any such Voluntary Prepayment prepayment, redemption, repurchase, defeasement or other satisfaction on a Pro Forma Basis, the Borrower would shall be in compliance with the financial covenants set forth in Section 8.118.11 and (vi) with the proceeds of any Permitted Junior Debt incurred to refinance such Indebtedness. (b) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, the Investor Note (other than the prepayment of the Investor Note in connection with the issuance by the Borrower of (i) common Equity Interests or (ii) Preferred Stock pursuant to the Series A Preferred Documents). (c) Amend Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Subordinated Indebtedness of any Loan Party or any Subsidiary other than: (i) Permitted Refinancing Indebtedness permitted by Section 8.03; (ii) intercompany Indebtedness permitted by Section 8.03(c) (other than intercompany Indebtedness owing from a Loan Party to a non-Loan Party); and (iii) Indebtedness under the Investor Note with the issuance by the Borrower of (x) common Equity Interests or (y) Preferred Stock pursuant to the Series A Preferred Documents. (d) Amend, modify or change any of the terms of the Second Lien Debt Convertible Notes, any Series A Preferred Documents, the Convertible Notes Indenture, the Investor Note, any Investor Note Documents, any agreements governing or documenting Preferred Stock of the Borrower permitted under Section 8.03(t), any Subordinated Indebtedness Documents or any Subordinated Indebtedness if such amendment, modification or change would add, modify or change any terms in a manner that is not permitted by materially adverse to the Intercreditor Agreement. (d) Amend or modify any interests of the terms Loan Parties or Lenders. Notwithstanding the foregoing, it is understood that the prepayment of Indebtedness five (5) Business Days prior to the maturity date of such Indebtedness incurred pursuant to Section 8.03(q) in a manner that is not connection with an otherwise permitted by any applicable subordination or intercreditor agreementrefinancing of such Indebtedness shall be permitted.

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of any Indebtedness in excess of $100,000 (including without limitation the documentation governing any Permitted Subordinated Indebtedness) of any Loan Party Borrower or any Subsidiary (other than Indebtedness arising under the Loan Documents Documents, any Swap Contract permitted under Section 8.03(d) and intercompany Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by under Section 8.03(p) shall be subject to the limitations specified clause (c) below)8.03) if (i) the terms of such amendment or modification would not be permitted under Section 8.03 in the documentation of such Indebtedness if incurred on the date of such amendment or modification and (ii) such amendment or modification would add or change any terms in a manner materially adverse to the Lenders, any Loan Party Borrower or any Subsidiary, or shorten including but not limited to shortening the final maturity or average life to maturity or require maturity, requiring any payment to be made sooner than originally scheduled or increase increasing the interest rate applicable thereto, except for Permitted Refinancing. (b) Make (or give any notice with respect thereto) any voluntary or optional payment (including, without limitation, any payment of cash for any securities surrendered to any Borrower or prepayment or optional any Subsidiary for conversion), prepayment, redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), ) or any voluntary or optional refund, refinance or exchange of any Indebtedness (including without limitation the documentation governing any Permitted Subordinated Indebtedness) of any Loan Party Borrower or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to other than Indebtedness arising under the Loan Documents, the StoneX Financial Margin Facility any Swap Contracts permitted under Section 8.03(d) and the StoneX Commodity Facilityintercompany Indebtedness permitted under Section 8.03); (ii) the Borrower or any Subsidiary may make Voluntary Prepayments provided, however, notwithstanding anything in this Agreement to the extent made solely with the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; and (iii) the Borrower or any Subsidiary may make any other Voluntary Prepayments contrary, so long as no Default or Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment or would occur as a result therefrom; provided, furtherthe Company and each Subsidiary may prepay (including, thatwithout limitation, by way of redemption) (and provide any notice with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to any such Voluntary Prepayment on a Pro Forma Basisprepayment) any or all Indebtedness (or pay cash for any securities surrendered to the Company or such Subsidiary for conversion) including any or all Indebtedness under the documentation governing any Permitted Subordinated Indebtedness. Notwithstanding the foregoing, the Borrower Company or any Subsidiary may purchase any or all of its Indebtedness under the documents governing any Permitted Subordinated Indebtedness so long as no Default or Event of Default shall have occurred and be continuing or would be in compliance with the financial covenants set forth in Section 8.11occur as a result therefrom. (c) Amend or modify any of the terms of the Second Lien Debt Documents Underwriting Agreement or the Indemnity Agreement (as defined in the Underwriting Agreement) if any such amendment or modification would add or change any terms in a manner that is not permitted by materially adverse to the Lenders or the Indemnitors (as defined in the Intercreditor Agreement); provided that this Section 8.12(c) shall not prohibit any issuance of Bonds (as defined in the Underwriting Agreement), the joinder of or other change in any parties to the Surety Credit Documents in accordance with their terms or any amendments or modifications which do not require the consent of any Loan Party or Subsidiary. (d) Amend or modify any of the terms of the Indebtedness incurred pursuant to Section 8.03(q) in a manner that is not permitted by any applicable subordination or intercreditor agreement.

Prepayment of Other Indebtedness, Etc. (ai) Amend or modify any of the terms of any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified in clause (c) below)) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except for Permitted RefinancingRefinancings. (bii) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of any Loan Party or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided provided, that: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to Indebtedness arising under the Loan Documents, the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) the Borrower or any Subsidiary may make Voluntary Prepayments to the extent made solely with the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; and (iii) the Borrower or any Subsidiary may make any other Voluntary Prepayments so long as no Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment or would result therefrom; provided, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to any such Voluntary Prepayment on a Pro Forma Basis, the Borrower would be in compliance with the financial covenants set forth in Section 8.11Financial Covenants. (ciii) Amend or modify any of the terms of the Second Lien Debt Documents in a manner that is not permitted by the Intercreditor Agreement. (div) Amend or modify any of the terms of the Indebtedness incurred pursuant to Section 8.03(k) or Section 8.03(q) in a manner that is not permitted by any applicable subordination intercreditor agreement or intercreditor agreementSubordination Agreement.

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of the Medium Term Notes Documents, the 2003 Senior Notes Documents, the 2006 Senior Notes Documents, the 2006 Senior Subordinated Notes Documents or any other documentation governing Indebtedness in excess of $100,000 of any Loan Party the Borrowers or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)Documents) if such amendment or modification would (i) add or change any terms in a manner adverse to any Loan Party such Borrower or any Subsidiary, Subsidiary or shorten (ii) add or change any terms in a manner adverse to the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except for Permitted RefinancingLenders. (b) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of the 2003 Senior Notes, the 2006 Senior Notes, the 2006 Senior Subordinated Notes, the RPU Preferred Stock or any other Indebtedness of any Loan Party the Borrowers or any Subsidiary (any such payment, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to other than Indebtedness arising under the Loan Documents), it being understood and agreed however that (i) the StoneX Financial Margin Facility Medium Term Notes shall be prepaid in full within forty (40) days of the Closing Date and the StoneX Commodity Facility; (ii) the Borrower Series D Notes permitted by Section 8.03(j) and the payable-in-kind note made by GGC (and assumed by Vinyls) in favor of Praxair, Inc. in an aggregate principal amount outstanding not to exceed $12,300,000 may be prepaid at any time. (i) Accept or permit to be made any Subsidiary may make Voluntary Prepayments to principal payment on the extent made solely with the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; and (iii) the Borrower or any Subsidiary may make any other Voluntary Prepayments so long as no Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment or would result therefromHoldco Loan; provided, furtherhowever, thatprepayments may be made by Holdco, with respect to this clause (iii)and accepted by GGC, any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, the Holdco Loan provided that after giving effect to any such Voluntary Prepayment on a Pro Forma Basisprepayment the U.S. Dollar Equivalent of the principal amount outstanding under the Holdco Loan equals or exceeds the sum of (A) the principal amount of the Term Loan then outstanding and (B) the Aggregate Domestic Revolving Commitments then in effect, the Borrower would be in compliance with the financial covenants set forth in Section 8.11. (cii) Amend amend or modify the Holdco Note or any Intercompany Security Document or (iii) assign, or consent to any assignment by Holdco or any Canadian Subsidiary, of the terms of the Second Lien Debt Documents in a manner that is not permitted by the Intercreditor AgreementHoldco Note or any Intercompany Security Document. (d) Amend The Canadian Borrower shall not require (or modify otherwise cause) the purchase, redemption, defeasance or payment of any kind by RPU of the terms RPU Preferred Stock during the term of the Indebtedness incurred pursuant to Section 8.03(q) in a manner that is not permitted by any applicable subordination or intercreditor agreementthis Agreement.

Prepayment of Other Indebtedness, Etc. (a) Amend or modify any of the terms of any Indebtedness in excess of $100,000 of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents and Indebtedness permitted by Sections 8.03(c), (d), (f), (h), (j) or (p) (it being understood that Indebtedness permitted by Section 8.03(p) shall be subject to the limitations specified clause (c) below)) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except for Permitted Refinancing. (b) Make The Borrower will not make (or give any notice with respect thereto) ), or permit any Subsidiary to make (or give notice with respect thereto), any voluntary or optional payment or prepayment or optional redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness, including without limitation Indebtedness of any Loan Party or any Subsidiary (any such paymentunder the Senior Note Purchase Agreement, prepayment, redemption, acquisition for value of, refund, refinance or exchange being referred to herein as a “Voluntary Prepayment”); provided that: (i) the Borrower or any Subsidiary may make Voluntary Prepayments with respect to Senior Notes and/or the 2012 Senior Note Documents except Indebtedness arising under the Loan DocumentsDocuments and intercompany debt owed to any Loan Party; provided, the StoneX Financial Margin Facility and the StoneX Commodity Facility; (ii) however, that the Borrower or any Subsidiary may make Voluntary Prepayments to (a) prepay Indebtedness under the extent made solely with Senior Note Purchase Agreement and/or the proceeds of an issuance of common Equity Interests of such Person or the proceeds of any regulatory capital that is released; and (iii) the Borrower or any Subsidiary may make any other Voluntary Prepayments Senior Notes so long as no Default or Event of Default shall have occurred and be continuing at the time of such Voluntary Prepayment before or would result therefrom; provided, further, that, with respect to this clause (iii), any Voluntary Prepayment of Indebtedness incurred in reliance on Section 8.03(k) or 8.03(p) shall only be permitted if, after giving effect to any the prepayment of such Voluntary Prepayment on Indebtedness, (b) prepay Indebtedness of the Loan Parties assumed in connection with a Pro Forma BasisPermitted Acquisition so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect to the prepayment of such Indebtedness, (c) refinance the Borrower would Indebtedness under the 2012 Senior Note Documents in accordance with Section 8.12(b)(ii) so long as no Default or Event of Default shall have occurred and be in compliance with continuing before or after giving effect to the financial covenants set forth in Section 8.11refinancing of such Indebtedness and (d) prepay Indebtedness of the Loan Parties described under Item 7 (and the attached spreadsheet) of Schedule 8.12, so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect to the prepayment of such Indebtedness. (cy) Amend or modify any of A new Section 8.14 is hereby added to the terms of the Second Lien Debt Documents in a manner that is not permitted by the Intercreditor Agreement. (d) Amend or modify any of the terms of the Indebtedness incurred pursuant Credit Agreement to Section 8.03(q) in a manner that is not permitted by any applicable subordination or intercreditor agreement.read as follows: