Common use of Prepayments, Etc. of Indebtedness Clause in Contracts

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) the Senior Subordinated Debt), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment or as to Collateral, to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plusexceed, if when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (x) 3.00% of Total Leverage Assets plus (y) so long as the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis consolidated basis for the Borrower and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding such date is less than or equal to 7.00 at least 2.00 to 1.00, determined on a pro forma basis, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraphparagraph and (v) so long as no Event of Default has occurred and is continuing or would result therefrom, such election the Borrower and its Restricted Subsidiaries may make prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior 4.00 to such election and the amount thereof elected to be so applied1.00. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly Directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest and principal shall be permitted and prepayment of the Senior Secured notes shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under pursuant to Section 7.03(g) 10.3, or any other Indebtedness for borrowed money of a Loan Party that is required to be subordinated to the Obligations pursuant expressly by its terms (other than Indebtedness among the Parent Borrower, Safeway and their Restricted Subsidiaries), any Indebtedness that is secured by a Lien on the Collateral ranking junior to the terms of Lien securing the Loan DocumentsObligations (including any Incremental Equivalent Debt, but excluding any Existing Indebtedness Permitted Ratio Debt or Outstanding Indebtedness Permitted Junior Priority Refinancing Debt (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentationdocumentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes constituting a Permitted Refinancing and, Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g10.3(f), such Permitted Refinancing is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b10.3(f), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity InterestsStock) of the Company a Borrower, Holdings or any of its other direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary parent of a Covenant Party to Borrower or the extent permitted by the Collateral Documents, (iv) any payments in respect repayment of Senior Subordinated Debt constituting bridge loans Junior Financing with the proceeds of an issuance of Equity Interests of a Borrower, Holdings or any other Junior Financing and direct or indirect parent of a Borrower, (viii) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus500,000,000 plus the Cumulative Credit less the aggregate amount of Restricted Payments made pursuant to Section 10.6(f) at the time of such prepayment, if redemption, purchase, defeasance or other payment, (iv) the purchase, redemption, acquisition, retirement, defeasance or discharge of the Existing Safeway Notes or any of its subsidiaries within 120 days of the Escrow Release Date and any Permitted Refinancing in respect thereof; (v) redemptions or redemptions of Indebtedness secured by Liens permitted by clause (mm) of the definition of “Permitted Liens” solely from the amounts included in the escrow account, and (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity; provided that, as of the date of such payment after giving pro forma effect thereto and any related transactions (including the incurrence of Indebtedness related thereto), (x) no Default or Event of Default shall exist or have occurred and be continuing and (y) the Total Leverage Ratio calculated on a Pro Forma Basis is would be less than or equal to 7.00 to 1.003.50:1.00. For the avoidance of doubt, Indebtedness under the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedABL Facility shall not constitute Junior Financing. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in waive any manner materially adverse document governing any Material Indebtedness (other than on account of any Permitted Refinancing) to the interests extent that such amendment, modification or waiver would result in a Default or Event of Default under any of the Lenders any term Financing Agreements or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not would be unreasonably withheld)reasonably likely to have a Material Adverse Effect.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Lead Borrower shall not, nor shall they the Lead Borrower permit any of their its Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest principal, interest, mandatory prepayments and AHYDO Payments shall be permitted) the Senior Subordinated Debt, (x) any subordinated Indebtedness incurred under Section 7.03(g), (s), (t) or (u) that is expressly subordinated to the Obligations in right of payment or security or (y) any other Indebtedness that is required to be expressly subordinated to the Obligations in right of payment or security pursuant to the terms of the Loan DocumentsDocuments (all Indebtedness described under (x) and (y), but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parentsParents, (iii) the prepayment of Indebtedness of any Covenant Party the Lead Borrower or any Restricted Subsidiary of a Covenant Party owing to the Lead Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Global Intercompany Note, (iv) any prepayments or purchases of Junior Financings with Declined Proceeds to the extent such prepayments or purchases are required pursuant to the Junior Financing Documentation evidencing such Junior Financing, (v) repayments, redemptions, purchases, defeasances and other payments in respect of Senior Subordinated Debt constituting bridge loans with Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the proceeds of any other Junior Financing and Cumulative Credit on such date that the Lead Borrower elects to apply pursuant to this clause (v) (so long as, with respect to repayments, redemptions, purchases, defeasances and other payments made out of amounts under clause (a) of the definition of “Cumulative Credit” pursuant to this clause (v), no Event of Default has occurred and is continuing or would result therefrom and the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00), (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the greater of $250,000,000 plus125,000,000 and 4.25% of Total Assets (as determined at the time of such transaction) (less the amount of any Restricted Payments made in reliance on the dollar amount set forth in Section 7.06(g)(x)) and (vii) additional prepayments, if redemptions, purchases, defeasances and other payments in respect of Junior Financings, so long as immediately after giving effect to such prepayment, redemption, purchase, defeasance or other payment, (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Total Net Leverage Ratio calculated on a Pro Forma Basis is less no greater than or equal to 7.00 2.00 to 1.00, the portion, if any, and satisfaction of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to test shall be specified in evidenced by a written notice of certificate from a Responsible Officer of ▇▇▇▇▇▇▇ calculating the Lead Borrower demonstrating such satisfaction calculated in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applieddetail. (b) None of the Covenant Parties shallThe Lead Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation (including documentation evidencing Permitted Refinancings thereof but other than intercompany indebtedness) without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that nothing in this Section 7.13(b) shall prohibit the Lead Borrower and its Restricted Subsidiaries from refinancing, replacing or renewing any such Junior Financing to the extent otherwise permitted by Section 7.13(a).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their Restricted Subsidiaries Subsidiary to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest and prepayment events upon a change of control, asset sale or event of loss or customary AHYDO Catch-Up Payments shall be permitted) the Senior Subordinated Debt, permitted unless such payments violate any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required subordination terms with respect to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) any Junior Financing, or make any payment in violation of any subordination terms of any with respect to Junior Financing Documentation(each, a “Restricted Debt Payment”), except (i) the refinancing thereof in connection with the Net Proceeds any Permitted Refinancing of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b)Junior Financing, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its their direct or indirect parents, (iii) the prepayment of Indebtedness Junior Financing of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary, to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note evidencing such Indebtedness, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings Financing prior to their scheduled maturity in an aggregate amount not to exceed the Cumulative Credit immediately prior to the time of the making of such payment; provided that no Restricted Debt Payment shall be made pursuant to this Section 7.13(a)(iv) in reliance on clause (a), (b) or (c) of the Cumulative Credit if an Event of Default has occurred and is continuing at such time or would result from such Restricted Debt Payment and (v) additional Restricted Debt Payments in an aggregate amount under this clause (v) (together with Restricted Payments made pursuant to Section 7.06(p)) not to exceed the greater of (a) $250,000,000 plus, if 100,000,000 million and (b) 32.50% of Consolidated EBITDA for the Total Leverage Ratio most recently ended Test Period (calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, Basis) at the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedtime made. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their Restricted Subsidiaries Subsidiary to, directly or indirectly, amend, modify modify, change, terminate or change release in any manner materially adverse to the interests of the Lenders any term or condition of any documentation governing Junior Financing Documentation (other than as a result of a Permitted Refinancing thereof) without the consent of the Administrative Agent (which consent shall not be unreasonably withheldwithheld or delayed), unless otherwise permitted under the applicable subordination agreement.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (subject to applicable subordination terms) payments of regularly scheduled interest shall be permitted) ), the Senior Subordinated Debt, Notes or any subordinated Indebtedness incurred under Section 7.03(g7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except (i) the refinancing thereof with the Net Cash Proceeds of Permitted Holdco Debt or any other Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, (iv) any so long as no Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Subordinated Debt constituting bridge loans Junior Financings prior to their scheduled maturity in an aggregate amount, together with the proceeds aggregate amount of any other Junior Financing (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed $10,000,000 and (v) so long as no Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit Growth Amount immediately prior to the making of such election and the amount thereof elected to be so appliedpayment. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Agent.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (A) payments of regularly scheduled interest principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted) the Senior Subordinated Debt), any subordinated Indebtedness incurred under Section 7.03(g), (q), (s) or (w) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) ), in each case, in an amount in excess of the Threshold Amount or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), (q), (s) or (w), is permitted pursuant to Section 7.03(g), (q), (s) or (w)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and [reserved], (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (x) the greater of (I) $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis 230,000,000 and (II) 37.5% of LTM Consolidated EBITDA plus (y) so long as no Event of Default has occurred and is less than continuing or equal to 7.00 to 1.00would result therefrom, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraphclause (a), such election to be specified (vi) prepayments, redemptions, purchases, defeasances and other payments in a written notice respect of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately Junior Financings prior to such election their scheduled maturity in an aggregate amount not to exceed the Available RP Capacity Amount and (vii) so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the amount thereof elected Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to be so applied5.00 to 1.00. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (X) Indebtedness incurred pursuant to Sections 7.03(r), (w) or (x) or (Y) any Subordinated Debt (it being understood that payments of regularly scheduled interest and mandatory prepayments under Indebtedness incurred pursuant to Sections 7.03(r), (w) or (x) or such Subordinated Debt Documents shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except for (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bRefinancing), (ii) the conversion of any Junior Financing thereof to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, Borrower and (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings thereof prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount; provided that (x) at the time of any such payment, no Event of Default shall have occurred and be continuing or would result therefrom and (y) in the case of any such payment in an amount in excess of $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.0015,000,000, the portion, if any, of Borrower has delivered to the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in Administrative Agent a written notice certificate of a Responsible Officer Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedAvailable Amount. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation the Subordinated Debt Documents without the consent of the Administrative Agent Required Lenders (which consent shall not to be unreasonably withheldwithheld or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their Restricted its Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) 7.03 or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes constituting a Permitted Refinancing and, Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g)7.03, such Permitted Refinancing is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b)7.03, (ii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect prepayments or purchases of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing with Declined Proceeds as required pursuant to the Junior Financing Documentation and (v) so long as no Default has occurred and is continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings (or any Permitted Refinancings in respect thereof) prior to their scheduled maturity in an aggregate amount not to exceed when combined with the amount of Restricted Payments pursuant to Section 7.06(j), $250,000,000 50,000,000 plus, if the Total Leverage Ratio calculated Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings had been made on the last day of such four quarter period, is less than or equal to 7.00 4.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their Restricted its Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheldwithheld or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (A) payments of regularly scheduled interest principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted) the Senior Subordinated Debt), any principal amount in respect of any Indebtedness which is subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated in right of payment to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) ), in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), (q), (s) or (w), is permitted pursuant to Section 7.03(g), (q), (s) or (w)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Subordinated Debt constituting bridge loans Junior Financings prior to their scheduled maturity in (x) an amount equal to the amount of Excluded Contributions previously received and the Borrower elects to apply under this clause (iv) or (y) without duplication with clause (x), in an amount equal to the proceeds Net Proceeds from a Disposition in respect of any other Junior Financing and property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (x) the greater of (I) $250,000,000 plus35,000,000 and (II) 40.0% of LTM Consolidated EBITDA plus (y) subject to, if solely in the Total Leverage Ratio calculated on a Pro Forma Basis is less than case of the portion of the Cumulative Credit attributable to clause (b) thereof, no Event of Default under Sections 8.01(a) or equal (f) with respect to 7.00 to 1.00the Borrower having occurred and continuing or resulting therefrom, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraphclause (a), such election to be specified (vi) prepayments, redemptions, purchases, defeasances and other payments in a written notice respect of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately Junior Financings prior to such election their scheduled maturity in an aggregate amount not to exceed the Available RP Capacity Amount and the amount thereof elected to be (vii) so applied. (blong as no Event of Default under Section 8.1(a) None of the Covenant Parties shallor, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse solely with respect to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).Borrower, 8.1

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Mezzanine Debt, any Indebtedness constituting a Permitted Refinancing of the Mezzanine Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes constituting a Permitted Refinancing and, Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g), such Permitted Refinancing is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect prepayments or purchases of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing with Declined Proceeds as required pursuant to the Junior Financing Documentation and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed when combined with the amount of Restricted Payments pursuant to Section 7.06(g) $250,000,000 100,000,000 plus, if the Total Leverage Ratio calculated Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings had been made on the last day of such four quarter period, is less than or equal to 7.00 3.25 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraph, such such; provided that any election tomade pursuant to this clause (a) shall be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Mezzanine Debt Amendment shall be deemed to not be materially adverse to the interests of the Lenders for purposes of this Section 7.13(b).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Notes, any Permitted Holdings Debt, any subordinated Indebtedness incurred under Section 7.03(g7.03(h)(B) or (t), any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding Documents or any Existing Indebtedness or Outstanding Permitted Refinancing of any of the foregoing Indebtedness (all of the foregoing items of Indebtedness, collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing DocumentationDocumentation that is subordinated to the Obligations, except except, so long as no Default shall have occurred and be continuing or would result therefrom, (i) the refinancing thereof with the Net Cash Proceeds of Permitted Holdings Debt or any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b2.06(b), (ii) the conversion of any Senior Notes or Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Subordinated Debt constituting bridge loans Notes and other Junior Financings prior to their scheduled maturity in an aggregate amount, together with the proceeds aggregate amount of any other Junior Financing (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by Section 7.06(i), not to exceed $50,000,000, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of the Senior Notes and other Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit Growth Amount immediately prior to the making of such election payment and (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Permitted Holdings Debt and other Junior Financing incurred by Holdings with the amount thereof elected Net Cash Proceeds of Permitted Equity Issuances by Holdings (to the extent any such proceeds are not otherwise contributed to (or required to be so appliedcontributed to) the Borrower). (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change (x) the subordination provisions of any Junior Financing Documentation (and the component definitions as used therein) or (y) any other term or condition of the Senior Notes Documentation or any other Junior Financing Documentation, in the case of this clause (y) in any manner materially adverse to the interests of the Lenders Lenders, in any term or condition of any Junior Financing Documentation such case without the consent of the Administrative Agent Agent. (which consent shall not c) Designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any Junior Financing Documentation that is subordinated to the Obligations), in each case, except for Obligations of the type described in clause (x) of the definition thereof. (d) Amend, modify or waive any of its rights under (a) any Master Lease or (b) the nature of the obligations under any guaranty of recourse obligations or any environmental indemnity agreement executed and delivered in connection with the CMBS Facilities, in each case to the extent that such amendment, modification or waiver, either individually or in the aggregate, could reasonably be unreasonably withheld)expected to have a Material Adverse Effect.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing DocumentationIndebtedness, except (i) so long as the RP Conditions are satisfied after giving effect thereto, any prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness; (ii) the refinancing thereof of any Indebtedness with the Net Cash Proceeds of of, or in exchange for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g))Refinancing, to the extent not required to prepay any Loans be applied to prepayments pursuant to Section 2.05(b), the First Lien Term Facility or the Second Lien Term Facility; (iiiii) the conversion (or exchange) of any Junior Financing Indebtedness to Equity Interests (other than Disqualified Equity Interests) or Indebtedness of the Company Holdings or any of its direct or indirect parents, ; (iiiiv) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans Indebtedness with the proceeds of any other Junior Financing Indebtedness otherwise permitted by Section 9.3; (v) any Permitted Refinancing of any Indebtedness; (vi) any prepayment, redemption, purchase, defeasance or other satisfaction with the Net Cash Proceeds of any Permitted Equity Issuance; and (vii) the prepayment of Indebtedness incurred pursuant to clauses (e), (f), (h), (k) and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).Section 9.3;

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated DebtNotes, any subordinated Indebtedness incurred under Section 7.03(g7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), or of any Indebtedness of Holdings, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Company or any Restricted Subsidiary of a Covenant Party to the Company or any Restricted Subsidiary to the extent permitted by the Collateral Documents, Documents and (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed the sum of (i) $250,000,000 plus200,000,000, if (ii) the amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) made within eighteen (18) months prior thereto that are Not Otherwise Applied and (iii) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments) the Total Leverage Ratio calculated on a Pro Forma Basis is less than 6.25:1 or equal to 7.00 to 1.00less, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedExcess Cash Flow that is Not Otherwise Applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Arrangers.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their Restricted the Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled manner, or pay any interest shall be permitted) the Senior Subordinated Debton, any subordinated Indebtedness incurred under Section 7.03(g7.03(2)(g) or any other Indebtedness that is, or is required to be be, subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, including the APX Subordinated Debt, “Junior Financing”) or make any payment in violation of any subordination terms of imposed on any such Junior Financing, including any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds net proceeds of any Indebtedness constituting a Permitted Refinancing; provided that (1) such refinanced Indebtedness is unsecured and subordinated to the extent such Indebtedness constitutes a Permitted Refinancing and, prior payment in full of the Obligations pursuant to documentation reasonably acceptable to the Administrative Agent and (2) if such Indebtedness was originally incurred under Section 7.03(g7.03(2)(g), such Permitted Refinancing is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b7.03(2)(g), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Parent or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party Operating Guarantor to the Borrower to the extent permitted not prohibited by the Collateral Documents, subordination provisions contained in the subordination agreement or note required to be executed at or prior to the time such Indebtedness was incurred and (iv) any payments in respect principal prepayments or other satisfactions of Senior the APX Subordinated Debt constituting bridge loans financed with cash equity contributions made by Parent or any parent thereof to the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedBorrower. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their Restricted the Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated DebtNotes, any subordinated Indebtedness incurred under Section 7.03(g7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), or of any Indebtedness of Holdings, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Company or any Restricted Subsidiary of a Covenant Party to the Company or any Restricted Subsidiary to the extent permitted by the Collateral Documents, Documents and (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed the sum of (i) $250,000,000 plus200,000,000, if (ii) the amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) made within eighteen (18) months prior thereto that are Not Otherwise Applied and (iii) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments) the Total Leverage Ratio calculated on a Pro Forma Basis is less than 5.50:1 or equal to 7.00 to 1.00less, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedExcess Cash Flow that is Not Otherwise Applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Arrangers.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower will not, nor shall they and will not permit any of their Restricted its Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debtany unsecured Indebtedness, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness secured by Liens that is required to be subordinated are junior in priority to the Liens (if any) securing the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing or Subordinated Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination or intercreditor terms of any Junior Financing Documentationsuch unsecured, junior lien or Subordinated Indebtedness, except (i) the refinancing thereof of Indebtedness with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b)in respect thereof, (ii) the conversion (or exchange) of any Junior Financing Indebtedness to (or for) Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parentsBorrower, (iii) prepaying the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral DocumentsPrivately Placed Notes, (iv) any payments in respect [reserved], (v) prepayments, redemptions, purchases or defeasances of Senior Subordinated Debt constituting bridge loans with Indebtedness out of the net cash proceeds of any a sale of Qualified Equity Interests (other Junior Financing than a sale to the Borrower or a Subsidiary), and (vvi) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied50,000,000. (b) None of the Covenant Parties shallThe Borrower will not, nor shall they and will not permit any of their Restricted its Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent Indebtedness of the Administrative Agent type described in Section 6.06(a) (which consent shall not be unreasonably withheldincluding, without limitation, the Privately Placed Notes).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Mezzanine Debt, any Indebtedness constituting a Permitted Refinancing of the Mezzanine Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes x) constituting a Permitted Refinancing and, Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g), such Permitted Refinancing is permitted pursuant to Section 7.03(g)), or (y) with respect to the extent not required Mezzanine Debt, otherwise permitted to prepay any Loans be incurred pursuant to Section 2.05(b)7.03, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect prepayments or purchases of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and with Declined Proceeds as required pursuant to the Junior Financing Documentation, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plusexceed, if the Total Leverage Ratio calculated Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings had been made on the last day of such four quarter period, is less than or equal to 7.00 3.25 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraphparagraph and (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financing if the Total Leverage Ratio, determined on a Pro Forma Basis as if such prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings had been made, is less than or equal to 3.75 to 1.00; provided that any election made pursuant to this clause (a) shall be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Mezzanine Debt Amendment and Mezzanine Debt Amendment No. 2 shall be deemed to not be materially adverse to the interests of the Lenders for purposes of this Section 7.13(b).

Prepayments, Etc. of Indebtedness. Make or agree to make any prepayment, non-mandatory payment, redemption, retirement, defeasance, purchase or sinking fund payment or other acquisition for value of any of its Indebtedness other than the Indebtedness under the Loan Documents (including, without limitation, by way of depositing money or securities with the trustee therefor), in each case, before the date required for paying any such Indebtedness, or otherwise set aside or deposit or invest any sums for the foregoing purpose, except that: (a) None the Borrower and its Subsidiaries may make payments in respect of Subordinated Indebtedness in accordance with the Covenant Parties shallapplicable subordination agreement; (b) the Borrower and its Subsidiaries may make payments in respect of Indebtedness permitted under Section 9.3 in connection with a refinancing thereof with the proceeds of a Permitted Refinancing as permitted under Section 9.3 (subject, nor shall they permit in the case of any of their Restricted Subsidiaries toSubordinated Indebtedness, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior subject to the scheduled maturity thereof terms set forth in the applicable subordination agreement); and (c) as to payments in respect of any manner (it being understood that other Indebtedness permitted under Section 9.3 not subject to the provisions above in this Section 9.11, the Borrower and its Subsidiaries may make payments of regularly scheduled principal and interest shall be permitted) or other mandatory payments as and when due in respect of such Indebtedness in accordance with the Senior terms thereof (and in the case of any Subordinated DebtIndebtedness, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant subject to the terms of set forth in the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any applicable subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheldagreement).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, No Loan Party will prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debtmanner, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of of, any Junior Financing Documentationunsecured Funded Debt, junior Lien Funded Debt or any Funded Debt which is contractually subordinated to the Obligations, except (ia) the refinancing thereof regularly scheduled payments of principal and interest in respect of such Funded Debt in accordance with the Net Proceeds of any Indebtedness (terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Indebtedness constitutes a Permitted Refinancing and, if Funded Debt was issued or incurred or any subordination agreement in respect of such Indebtedness was originally incurred under Section 7.03(gFunded Debt (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Funded Debt), is (b) prepayments and repayments of such Funded Debt made from cash of OpCo that at such time would be permitted to be distributed to NEE Partners pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b6.19(f), (iic) the conversion prepayments and repayments of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated such Funded Debt constituting bridge loans made with the proceeds of any other Junior Financing Permitted Refinancing Indebtedness in respect thereof, (d) payments of amounts due and payable under Swap Contracts or under the Cash Sweep and Credit Support Agreement and (ve) other prepayments, redemptionsrepayments, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity redemptions or similar transactions in an aggregate amount not to exceed $250,000,000 plus, if the greater of (i) US$25,000,000 and (ii) 1.00% of Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, Assets (which shall be measured as of the Cumulative Credit on date such date that ▇▇▇▇▇▇▇ elects to apply transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. clause (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withhelde)).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Company will not, nor shall they and will not permit any of their Restricted its Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, any subordinated Specified Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing DocumentationSpecified Indebtedness, except (i) the refinancing thereof of Specified Indebtedness with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b)in respect thereof, (ii) payments upon the conversion of any Junior Financing Specified Indebtedness to cash or Qualified Equity Interests (other than Disqualified Equity Interests) of the Company or in accordance with its terms and the repurchase of any of its direct or indirect parentsSpecified Indebtedness required by the terms thereof, (iii) the prepayment of Indebtedness of any Covenant Party the Company or any Restricted Subsidiary of a Covenant Party to the Company or any Subsidiary to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity Specified Indebtedness in an aggregate amount not to exceed the sum of (A) $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail 20,000,000 minus the amount of Cumulative Credit immediately prior Restricted Payments made pursuant to Section 6.04(g)(x) plus (B) the Available Amount so long as (A) no Event of Default has occurred and is continuing or would arise after giving effect to such election prepayment, redemption, purchase, defeasance or other payment and (B) after giving pro forma effect to such prepayment, redemption, purchase, defeasance or other payment, the amount thereof elected to Company would be so appliedin compliance with Section 6.09 and (v) the prepayments of subordinated and unsecured Indebtedness of non-Loan Parties. (b) None of the Covenant Parties shallThe Company will not, nor shall they and will not permit any of their Restricted its Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Specified Indebtedness.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Mezzanine Debt, any Indebtedness constituting a Permitted Refinancing of the Mezzanine Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes x) constituting a Permitted Refinancing and, Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g), such Permitted Refinancing is permitted pursuant to Section 7.03(g)), or (y) with respect to the extent not required Mezzanine Debt, otherwise permitted to prepay any Loans be incurred pursuant to Section 2.05(b)7.03, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect prepayments or purchases of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing with Declined Proceeds as required pursuant to the Junior Financing Documentation and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plusexceed, if the Total Leverage Ratio calculated Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings had been made on the last day of such four quarter period, is less than or equal to 7.00 3.25 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraph, such ; provided that any election made pursuant to this clause (a) shall be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Mezzanine Debt Amendment and Mezzanine Debt Amendment No. 2 shall be deemed to not be materially adverse to the interests of the Lenders for purposes of this Section 7.13(b).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Mezzanine Debt, any Indebtedness constituting a Permitted Refinancing of the Mezzanine Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes constituting a Permitted Refinancing and, Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g), such Permitted Refinancing is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect prepayments or purchases of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing with Declined Proceeds as required pursuant to the Junior Financing Documentation and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plusexceed, if the Total Leverage Ratio calculated Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings had been made on the last day of such four quarter period, is less than or equal to 7.00 3.25 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraph, such ; provided that any election made pursuant to this clause (a) shall be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall. The Borrower shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Mezzanine Debt Amendment and Mezzanine Debt Amendment No. 2 shall be deemed to not be materially adverse to the interests of the Lenders for purposes of this Section 7.13(b).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (subject to applicable subordination terms) payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, Notes or any subordinated Indebtedness incurred under Section 7.03(g7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except (i) the refinancing thereof with the Net Cash Proceeds of Permitted Holdco Debt or any other Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, (iv) any so long as no Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Subordinated Debt constituting bridge loans Junior Financings prior to their scheduled maturity in an aggregate amount, together with the proceeds aggregate amount of any other Junior Financing (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed $10,000,000, and (v) so long as no Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit Growth Amount immediately prior to the making of such election and the amount thereof elected to be so appliedpayment. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Agent.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Parent shall not, nor shall they the Parent permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (A) payments of regularly scheduled principal and interest shall be permitted, (B) customary “AHYDO catchup” payments shall be permitted, (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted, (D) payments on any intercompany Indebtedness shall be permitted and (E) any prepayments, redemptions or other purchases of Indebtedness in connection with the Senior Subordinated Debt, Transactions shall be permitted) any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated in right of payment to the Obligations pursuant or secured by a Lien that is junior to the terms of Lien securing the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Obligations (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of of, or in exchange for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)Refinancing), to the extent not required to prepay any Loans pursuant to Section 2.05(b2.04(b), (ii) the conversion of any Junior Financing to to, or the exchange of any Junior Financing for, Equity Interests (other than Disqualified Equity Interests) of the Company Parent or any of its direct or indirect parentsparent thereof, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents[reserved], (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the sum of (x) when combined with the amount of Restricted Payments pursuant to Section 7.06(h), the greater of $250,000,000 plus175,000,000 and 25.00% of LTM Consolidated EBITDA (after giving effect to any concurrent Investments) on the date of such prepayment, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than redemption, purchase, defeasance or equal to 7.00 to 1.00other payment, plus (y) the portion, if any, any of the Cumulative Credit on the date of such date prepayment, redemption, purchase, defeasance or other payment that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraphclause (iv), such election to be specified provided that, in a written notice the case of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail this clause (iv), the amount of Cumulative Credit Conditions are satisfied, (v) prepayments, redemptions, purchases, defeasances or other payments of, or with respect to, Junior Financings if the Restricted Payment Conditions are satisfied; (vi) [reserved]; and (vii) prepayments, redemptions, purchases, defeasances, and other payments of Junior Financings with the Available Equity Amount; provided that no Event of Default has occurred and is continuing immediately prior after giving effect to such election prepayments, redemptions, purchases, defeasances, and the amount thereof elected to be so appliedother payments of Junior Financings. (b) None of the Covenant Parties shallThe Parent shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner (i) materially adverse to the interests of the Lenders (as determined in good faith by the Borrower) (A) any term or condition of any Junior Financing Documentation without in respect of Junior Financings having an outstanding aggregate principal amount in excess of $100,000,000 (other than as a result of any Permitted Refinancing in respect thereof) or (B) any Organization Document (including the consent Parent LPA) or (ii) the ABL Facility Documents or the Secured Notes Document in contravention of the Administrative Agent (which consent shall not be unreasonably withheld)applicable Intercreditor Agreement.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their Restricted the Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest of such Indebtedness shall be permitted) the Senior Subordinated Debt, of any subordinated Indebtedness incurred under Section 7.03(g(i) that is or any other Indebtedness that is required to be subordinated in right of payment to the Obligations pursuant Obligations, (ii) for borrowed money in an aggregate principal amount in excess of $20,000,000 that is unsecured (other than the Existing Unsecured Notes or Existing Secured Notes that become unsecured) and under which the Borrower or a Guarantor is an obligor, (iii) that is secured by Liens on the Collateral that rank junior to the terms of Liens on the Loan DocumentsCollateral securing the Obligations or (iv) that constitutes Existing Secured Notes (4.750%) (the foregoing clauses (i), but excluding any Existing Indebtedness or Outstanding Indebtedness (collectivelyii), (iii) and (iv), collectively “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except except: (i) (A) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g) or (s), is permitted pursuant to Section 7.03(g) or (s)), to the extent not required to prepay any Loans pursuant to Section 2.05(b)) and (B) the refinancing, redemption or repurchase of Existing Term Loans, Existing Secured Notes or Existing Unsecured Notes with the proceeds of Permitted Junior Debt; (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, , (iii) the prepayment of Indebtedness of any Covenant Party Holdings or any Restricted Subsidiary of a Covenant Party to Holdings or any Subsidiary to the extent permitted not prohibited by the Collateral Documents, subordination provisions contained in the Intercompany Note; (iv) any payments in respect on and after the first day of Senior Subordinated Debt constituting bridge loans with the proceeds Non-Exclusive Period, so long as no Default or Event of any other Junior Financing and (v) prepaymentsDefault is continuing or would result therefrom, redemptions, purchases, defeasances and other payments in respect unlimited prepayments of Junior Financings prior to their scheduled maturity Financing, in an aggregate amount not to exceed $250,000,000 plus, if each case so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 3.25 to 1.00; (v) exchanges of Existing Term Loans in existence on the Closing Date for an exchange price not to exceed the then Applicable Existing Term Loan Exchange Price of the face amount of the Existing Term Loans so exchanged and consisting of consideration of solely Initial Term Loans (or other Term Loans with substantially the same terms as the Initial Term Loans), plus the cash payment of accrued and unpaid interest on the principal amount of such Existing Term Loans so exchanged, and otherwise effectuated pursuant to exchange agreement substantially consistent with the Exchange Agreement (any such exchange pursuant to this subclause (v), a “Specified Existing Term Loan Exchange”); (vi) exchanges of Existing Secured Notes (6.375%) in existence on the Closing Date for an exchange price not to exceed the then Applicable Existing Secured Notes (6.375%) Exchange Price of the face amount of the Existing Secured Notes (6.375%) so exchanged and consisting of consideration of solely First Lien Notes (9.125%) (or other notes with substantially the same terms as the First Lien Notes (9.125%)), plus the cash payment of accrued and unpaid interest on the principal amount of such Existing Secured Notes (6.375%) so exchanged (any such exchange pursuant to this subclause (vi), a “Specified Existing Secured Notes (6.375%) Exchange”); (vii) exchanges of Existing Secured Notes (5.250%) in existence on the Closing Date for an exchange price not to exceed the then Applicable Existing Secured Notes (5.250%) Exchange Price of the face amount of the Existing Secured Notes (5.250%) so exchanged and consisting of consideration of First Lien Notes (7.750%) (or other notes with substantially the same terms as the First Lien Notes (7.750%)), plus the cash payment of accrued and unpaid interest on the principal amount of such Existing Secured Notes (5.250%) so exchanged (any such exchange pursuant to this subclause (vii), a “Specified Existing Secured Notes (5.250%) Exchange”); (viii) exchanges of Existing Secured Notes (4.750%) in existence on the Closing Date for an exchange price not to exceed the then Applicable Existing Secured Notes (4.750%) Exchange Price of the face amount of the Existing Secured Notes (4.750%) so exchanged and consisting of consideration of First Lien Notes (7.000%) (or other notes with substantially the same terms as the First Lien Notes (7.000%)), plus the cash payment of accrued and unpaid interest on the principal amount of such Existing Secured Notes (4.750%) so exchanged (any such exchange pursuant to this subclause (vii), a “Specified Existing Secured Notes (4.750%) Exchange”); (ix) exchanges of Existing Unsecured Notes in existence on the Closing Date for an exchange price not to exceed the then Applicable Unsecured Notes (6.375%) Exchange Price of the face amount of the Existing Unsecured Notes so exchanged and consisting of consideration of Second Lien Notes (or other notes with substantially the same terms as the Second Lien Notes), plus the cash payment of accrued and unpaid interest on the principal amount of such Existing Unsecured Notes so exchanged (any such exchange pursuant to this subclause (vii), a “Specified Existing Unsecured Notes Exchange”); (x) on and after the first day of the Non-Exclusive Period, prepayments, redemptions, purchases, defeasances, exchanges and other payments in an aggregate amount not to exceed the sum of (i) $160,000,000 plus (ii) the Available Equity Amount; (xi) on and after the first day of the Non-Exclusive Period, prepayments, redemptions, purchases, defeasances and other payments of the Existing Term Loans or the Existing Secured Notes (6.375%), in an unlimited amount at any time on or following either (x) the date that is 180 days prior to the maturity date of the Existing Term Loans or the Existing Secured Notes (6.375%), as applicable, or (y) the occurrence of a Repurchase Trigger; and (xii) on and after the first day of the Non-Exclusive Period, prepayments, redemptions, purchases, defeasances and other payments of: (A) the Existing Unsecured Notes (a) in an unlimited amount during the period from the date that is one hundred and eighty (180) days prior to the maturity date of the Existing Unsecured Notes to (but excluding) the date that is thirty (30) days prior to the maturity date of the Existing Unsecured Notes; provided that the Consolidated Total Net Leverage Ratio as of the last day of the Test Period immediately preceding such prepayment, redemption, defeasance or other payment shall not exceed the Junior Financing Consolidated Total Net Leverage Ratio on a Pro Forma Basis and (b) in an unlimited amount at any time on or following either (x) the date that is thirty (30) days prior to the maturity date of the Existing Unsecured Notes or (y) the occurrence of a Repurchase Trigger; (B) the Existing Secured Notes (5.250%) (a) in an unlimited amount during the period from the date that is one hundred and eighty (180) days prior to the maturity date of the Existing Secured Notes (5.250%) to (but excluding) the date that is thirty (30) days prior to the maturity date of the Existing Secured Notes (5.250%); provided that the Consolidated Total Net Leverage Ratio as of the last day of the Test Period immediately preceding such prepayment, redemption, defeasance or other payment shall not exceed the Junior Financing Consolidated Total Net Leverage Ratio on a Pro Forma Basis and (b) in an unlimited amount at any time on or following either (x) the date that is thirty (30) days prior to the maturity date of the Existing Secured Notes (5.250%) or (y) the occurrence of a Repurchase Trigger; and (C) the Existing Secured Notes (4.750%) in an unlimited amount during the period from the date that is one hundred and eighty (180) days prior to the maturity date of the Existing Secured Notes (4.750%) to (but excluding) the date that is thirty (30) days prior to the maturity date of the Existing Secured Notes (4.750%); provided that the Consolidated Total Net Leverage Ratio as of the last day of the Test Period immediately preceding such prepayment, redemption, defeasance or other payment shall not exceed the Junior Financing Consolidated Total Net Leverage Ratio on a Pro Forma Basis and (b) in an unlimited amount at any time on or following either (x) , the portion, if any, date that is thirty (30) days prior to the maturity date of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice Existing Secured Notes (4.750%) or (y) the occurrence of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedRepurchase Trigger. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their Restricted the Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent acting at the direction of the Required Lenders) (it being understood that any amendments or modifications to Junior Financing Documentation that cause any such Junior Financing to no longer satisfy the definition of “Permitted Junior Debt” shall not be unreasonably withhelddeemed materially adverse to the interests of the Lenders). (c) The Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest of such Indebtedness shall be permitted) the First Lien Notes (7.000%), the First Lien Notes (7.750%) or the Second Lien Notes (and, in each case, any successive Permitted Refinancings thereof or other Refinancings thereof) or Refinancings of the Existing Term Loans or Existing Notes, except (i) as otherwise permitted pursuant to Section 7.13(a), (ii) prepayments, redemptions, purchases, defeasances and other payments in an aggregate amount not to exceed $40,000,000 during the term of this Agreement and (iii) other prepayments, redemptions, purchases, defeasances and other payments, in each case so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.50 to 1.00.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing DocumentationIndebtedness, except (i) so long as the Payment Conditions are satisfied after giving effect thereto, any prepayment, redemption, purchase, defeasance or other satisfaction of any Indebtedness; (ii) the refinancing thereof of any Indebtedness with the Net Cash Proceeds of of, or in exchange for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g))Refinancing, to the extent not required to prepay any Loans be applied to prepayments pursuant to Section 2.05(b), the Term Facility; (iiiii) the conversion (or exchange) of any Junior Financing Indebtedness to Equity Interests (other than Disqualified Equity Interests) or Indebtedness of the Company Holdings or any of its direct or indirect parents, ; (iiiiv) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans Indebtedness with the proceeds of any other Junior Financing Indebtedness otherwise permitted by Section 9.3; (v) any Permitted Refinancing of any Indebtedness; (vi) any prepayment, redemption, purchase, defeasance or other satisfaction with the Net Cash Proceeds of any Permitted Equity Issuance; and (vii) the prepayment of Indebtedness incurred pursuant to clauses (e), (f), (h), (k) and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).Section 9.3;

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (A) payments of regularly scheduled interest principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted) the Senior Subordinated Debt), any subordinated Indebtedness incurred under Section ‎Section 7.03(g), ‎(q), ‎(s) or (w) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) ), in each case, in an amount in excess of the Threshold Amount or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section ‎Section 7.03(g), ‎(q), ‎(s) or (w), is permitted pursuant to Section ‎Section 7.03(g), ‎(q), ‎(s) or (w)), to the extent not required to prepay any Loans pursuant to Section ‎Section 2.05(b), (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or any of its direct or indirect parents, (iiii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (ivi) any [reserved], (i) prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Subordinated Debt constituting bridge loans Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the proceeds amount of any other Junior Financing Restricted Payments pursuant to ‎Section 7.06(h), (x) the greater of (I) $230,000,000 and (vII) 37.5% of LTM Consolidated EBITDA plus (y) so long as no Event of Default has occurred and is continuing or would result therefrom, the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this clause ‎(a), (i) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plusthe Available RP Capacity Amount and (i) so long as no Event of Default has occurred and is continuing or would result therefrom, if prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 5.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (ba) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) the Senior Subordinated Debt, any subordinated unsecured Indebtedness or Junior Lien Indebtedness incurred under Section 7.03(g7.02(m) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g7.02(b), (d), (g) or (m)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity InterestsStock) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party owing to the Borrower or any Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in any Intercompany Note, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds prepayments of any other Junior Financing Permitted Refinancing Indebtedness thereof with Declined Proceeds as required pursuant to the documentation governing such Permitted Refinancing Indebtedness and (v) so long as no Event of Default shall have occurred and be continuing after giving effect thereto, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plusthe sum of (A) the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this clause (a)(v) plus (B) the greater of (I) $15,000,000 and (II) 2.0% of Total Assets if the Consolidated Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 5.50 to 1.00, it being understood that the portion, if any, prepayment in full of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election Second Lien Facility and the amount thereof elected termination of all obligations under the Second Lien Credit Agreement on the Amendment No. 1 Effective Date are permitted. For the avoidance of doubt, the payment and prepayment by a Qualified Subsidiary in full of any of its Indebtedness (including with proceeds of funds contributed or advanced to be so appliedit in compliance with Section 7.03), and the termination of all obligations thereunder, is permitted. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Documentation.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy or obligate itself to do so prior to the scheduled maturity thereof in any manner (it being understood that payments including by the exercise of regularly scheduled interest shall be permitted) the Senior Subordinated Debtany right of setoff), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination subordination, standstill or collateral sharing terms of or governing, any Junior Financing DocumentationIndebtedness, that is subordinated in right of payment to the Obligations or any other Indebtedness except (ia) the refinancing thereof prepayment of the Credit Extensions in accordance with the Net Proceeds terms of this Agreement, (b) regularly scheduled or mandatory repayments of Indebtedness (other than subordinated Indebtedness, in violation of any subordination, standstill or collateral sharing terms of or governing any such Indebtedness) permitted under this Agreement and refinancings and refundings of applicable Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under in compliance with Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b7.02(b), (iic) payments of Indebtedness (other than subordinated Indebtedness, in violation of any subordination, standstill or collateral sharing terms of or governing any such Indebtedness) with an outstanding principal balance that is not in excess of $10,000,000, (d) the conversion of any Junior Financing such Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parentsStock), (iiie) the prepayment payments of subordinated Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party (including, subordinated Intercompany Debt), subject to the extent applicable subordination terms related thereto, (f) payment of earnouts, milestone payments, royalty payments in the ordinary course of business as such amounts become due (or are about to become due and payable), (g) payment of Intercompany Debt owing to any Loan Party, and (h) a prepayment, redemption, purchase, defeasement or other satisfaction not otherwise permitted by the Collateral Documentsthis Section 7.14, provided that (ivx) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing no Default shall exist or would result therefrom and (vy) prepaymentsimmediately after giving effect thereto, redemptionsthe Borrower shall be in Pro Forma Compliance, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if provided that the Total Consolidated Leverage Ratio calculated shall not exceed, on a Pro Forma Basis is less than or equal to 7.00 Basis, 2.50 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).. DB1/ 88815292.10

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) the Senior Subordinated Debt, any subordinated unsecured Indebtedness or Junior Lien Indebtedness incurred under Section 7.03(g7.02(l) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g7.02(b), (c), (f) or (l)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity InterestsStock) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party owing to the Borrower or any Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in any Intercompany Note, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds prepayments of any other Junior Financing Permitted Refinancing Indebtedness thereof with Declined Proceeds as required pursuant to the documentation governing such Permitted Refinancing Indebtedness and (v) so long as no Event of Default shall have occurred and be continuing after giving effect thereto, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plusthe sum of (A) the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this clause (a)(v) plus (B) the greater of (I) $15,000,000 and (II) 2.0% of Total Assets if the Consolidated Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 5.50 to 1.00. For the avoidance of doubt, the portionpayment and prepayment by a Qualified Subsidiary in full of any of its Indebtedness (including with proceeds of funds contributed or advanced to it in compliance with Section 7.03), if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedtermination of all obligations thereunder, is permitted. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Documentation.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Notes (if any), the Bridge Facility (if any), any Permitted Incremental Equivalent Debt, any subordinated Permitted External Refinancing Debt, any Indebtedness incurred under permitted by Section 7.03(g8.03(h) or any other Indebtedness that is required to be subordinated to the Loan Obligations pursuant expressly by its terms (other than Indebtedness among the Parent and its Subsidiaries) to the terms of the Loan Documents, but excluding extent permitted by any Existing Indebtedness or Outstanding Indebtedness applicable subordination provisions (collectively, the “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b)thereof, (ii) the conversion of any such Junior Financing to Equity Interests Capital Stock (other than Disqualified Equity InterestsStock) of the Company or any Parent from the substantially concurrent issuance of new shares of its direct common stock or indirect parents, other common equity interests and (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments repayments in respect of to Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed (A) $250,000,000 plus, if 20,000,000 less the Total Leverage Ratio calculated aggregate amount of all Restricted Payments made pursuant to Section 8.06(d)(i) plus (B) the Available ECF Amount; provided (x) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis and (y) solely with respect to clause (B) above, the Consolidated Total Net Leverage Ratio as of the last day of the fiscal quarter of the Parent most recently ended for which financial statements have been delivered under Section 7.01, determined on a Pro Forma Basis, is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied4.25:1.00. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any documentation governing any Junior Financing Documentation without in a manner that would permit a payment not otherwise permitted by Section 8.12(a), would contravene any subordination or intercreditor provisions then in effect or would otherwise be materially adverse to the consent interest of the Administrative Agent (which consent shall not be unreasonably withheld)Lenders.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease (including substance or legal defeasance), set apart assets for a sinking fund or similar fund or otherwise satisfy prior to the scheduled maturity thereof in any manner (including any principal payments, it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated (in “right of payment” or on a “lien priority” basis) to the Obligations pursuant to the terms of the Loan Documents, but any other Indebtedness (excluding Indebtedness permitted under Sections 7.03(e) and (q)) in excess of the Threshold Amount (including the Indebtedness incurred pursuant to the Senior Unsecured Notes) or any Existing Indebtedness or Outstanding Permitted Refinancing of any of the foregoing Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except except, so long as no Default shall have occurred and be continuing or would result therefrom, (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)Refinancing), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parentsHolding Company, (iii) the prepayment of Indebtedness of the Borrower, any Covenant Party Holding Company or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, subordination provisions contained in the Intercompany Note and (iv) any payments in respect prepayments of Senior Subordinated Debt constituting bridge loans Junior Financing made solely with the proceeds Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.04) received by the Borrower (provided, that, in the case of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if such Permitted Equity Issuances by the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraphHolding Companies, such election to be specified Net Cash Proceeds shall have been received by the Borrower in a written notice the form of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail capital contribution from the amount of Cumulative Credit immediately prior to such election and applicable Holding Company) after the amount thereof elected to be so appliedClosing Date that are Not Otherwise Applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change (i) in any manner adverse to the interests of the Lenders in any material respect any term or condition of any Junior Financing Documentation (other than any Senior Unsecured Notes Document) or the LandCo Support Agreement, or (ii) any term or condition of any Senior Unsecured Notes Document to the extent such amendment, modification or change would (A) increase any component of the interest rate or yield provisions applicable to the Senior Unsecured Notes by more than 2% per annum in the aggregate over the interest rate or yield provisions applicable to the Senior Unsecured Notes in effect on the date hereof, (B) change any default or event of default under the Senior Unsecured Notes Documents in a manner materially adverse to the Loan Parties, (C) change (to an earlier date) any date upon which a payment of principal, mandatory redemption, defeasance or sinking fund payment or deposit or interest is due on the Senior Unsecured Notes Documents or increase the amount of any such payment redemption, defeasance or deposit due on the Senior Unsecured Notes, (D) increase materially the obligations of the Loan Parties under the Senior Unsecured Notes Documents or confer any additional material rights of the holders of the Senior Unsecured Notes (or a representative on their behalf) which would be adverse to any Loan Parties or any Lenders in any material respect or (E) impose any restriction or limitation on the Collateral. (c) Amend, modify, change or waive any provision of the Holding Company Tax Sharing Agreement or any Subsidiary Tax Sharing Agreement in any manner that is adverse to the interests of the Holding Companies, their Subsidiaries or the Lenders in any material respect or enter into any new tax sharing agreement, tax allocation agreement, tax indemnification agreement or similar agreement without the prior written consent of the Required Lenders (other than a Subsidiary Tax Sharing Agreement on terms substantially identical to the terms of the existing Subsidiary Tax Sharing Agreements). (d) Without the consent of the Administrative Agent, enter into any contractual arrangement that includes a “key-man” or “change of control” provision (or comparable provision) other than any “change of control” (or similar provision) included in any agreement governing Indebtedness or certificate of designation governing preferred Equity Interests that are, in either case, permitted by this Agreement and held by Persons not constituting Affiliates of any Loan Party or any Subsidiary thereof. (e) Except as expressly permitted in Section 7.04(f), without the consent of the Administrative Agent, amend, modify, change, or waive in any manner adverse to the interests of any Holding Company, their Subsidiaries or the Lenders in any material respect any term or condition of the Manager Allocation Agreement, the Non-Compete Agreement, any Borrower IP Agreement, any Opco IP Agreement or any GVR IP Agreement (other than any Affiliated IP Agreement). (f) Agree to (or vote in favor of) amending, modifying, changing or waiving in any manner that is materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation Material Contract (other than a Material Contract referred to in clause (i), (ii), (iii) or (iv) of the definition thereof); it being acknowledged and agreed by the parties hereto that any amendment, modification, change or waiver which would have the effect of (i) reducing any fees payable to the Borrower or any Restricted Subsidiary under any such Material Contract, (ii) increasing any fees payable by the Borrower or any Restricted Subsidiary under any such Material Contract, (iii) shortening the term of any such Material Contract or (iv) allowing fees or other amounts payable to the Borrower or any Restricted Subsidiary under any such Material Contract to be paid to Persons other than the Borrower or such Restricted Subsidiary shall, in each case, be deemed to be materially adverse to the interests of the Lenders. (g) Amend, modify, waive or change any provision of any Subsidiary Cost Allocation Agreement in any manner that is adverse to the interests of the Borrower, the Restricted Subsidiaries or the Lenders in any material respect or enter into any new Subsidiary Cost Allocation Agreement or similar agreement without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheldother than a Subsidiary Cost Allocation Agreement on terms substantially identical to the terms of the Manager Allocation Agreement).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly Directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest and principal shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under pursuant to Section 7.03(g) 10.3, or any other Indebtedness for borrowed money of a Loan Party that is required to be subordinated to the Obligations pursuant expressly by its terms (other than Indebtedness among the Parent Borrower, Safeway and their Restricted Subsidiaries), any Indebtedness that is secured by a Lien on the Collateral ranking junior to the terms of Lien securing the Loan DocumentsObligations (including any Permitted Notes, but excluding any Existing Indebtedness Permitted Ratio Debt or Outstanding Indebtedness Permitted Junior Priority Refinancing Debt (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentationdocumentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes constituting a Permitted Refinancing and, Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g10.3(f), such Permitted Refinancing is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b10.3(f), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity InterestsStock) of the Company a Borrower, Holdings or any of its other direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary parent of a Covenant Party to Borrower or the extent permitted by the Collateral Documents, (iv) any payments in respect repayment of Senior Subordinated Debt constituting bridge loans Junior Financing with the proceeds of an issuance of Equity Interests of a Borrower, Holdings or any other Junior Financing and direct or indirect parent of a Borrower, (viii) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus500,000,000 less the aggregate amount of Restricted Payments made pursuant to Section 10.6(f) at the time of such prepayment, if redemption, purchase, defeasance or other payment, (iv) the Total Leverage Ratio calculated on a Pro Forma Basis is less than purchase, redemption, acquisition, retirement, defeasance or equal to 7.00 to 1.00, the portion, if any, discharge of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraphExisting Safeway Notes or any of its subsidiaries within 120 days of the Escrow Release Date and any Permitted Refinancing in respect thereof and (v) redemptions or redemptions of Indebtedness secured by Liens permitted by clause (mm) of the definition of “Permitted Liens” solely from the amounts included in the escrow account. For the avoidance of doubt, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail Indebtedness under the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedABL Facility shall not constitute Junior Financing. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in waive any manner materially adverse document governing any Material Indebtedness (other than on account of any Permitted Refinancing) to the interests extent that such amendment, modification or waiver would result in a Default or Event of Default under any of the Lenders any term Financing Agreements or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not would be unreasonably withheld)reasonably likely to have a Material Adverse Effect.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (A) payments of regularly scheduled interest principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted) the Senior Subordinated Debt), any subordinated Indebtedness incurred under Section ‎Section 7.03(g), ‎(q), ‎(s) or (w) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) ), in each case, in an amount in excess of the Threshold Amount or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section ‎Section 7.03(g), ‎(q), ‎(s) or (w), is permitted pursuant to Section ‎Section 7.03(g), ‎(q), ‎(s) or (w)), to the extent not required to prepay any Loans pursuant to Section ‎Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and [reserved], (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to ‎Section 7.06(h), (x) the greater of (I) $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis 230,000,000 and (II) 37.5% of LTM Consolidated EBITDA plus (y) so long as no Event of Default has occurred and is less than continuing or equal to 7.00 to 1.00would result therefrom, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraphclause ‎(a), such election to be specified (vi) prepayments, redemptions, purchases, defeasances and other payments in a written notice respect of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately Junior Financings prior to such election their scheduled maturity in an aggregate amount not to exceed the Available RP Capacity Amount and (vii) so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the amount thereof elected Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to be so applied5.00 to 1.00. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the any New Senior Subordinated DebtNotes, any subordinated Indebtedness incurred under Section 7.03(g) Retained Existing Notes, any Permitted Additional Notes or any other Indebtedness (or guarantees in respect thereof) that is required to be subordinated to the Obligations pursuant to expressly by its terms (other than Indebtedness among the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Parent Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except except: (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g))Refinancing, to the extent not required to prepay any Term Loans pursuant to Section 2.05(b), ; (ii) the refinancing thereof with the Net Cash Proceeds of any Specified Equity Contribution made substantially contemporaneously with such prepayment, redemption, purchase, defeasance or other satisfaction; (iii) prepayments and redemptions of Repurchased Existing Notes; (iv) on or after September 30, 2015, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may redeem a portion of the New Senior Toggle Notes in an aggregate principal amount equal to the product of (x) $30,000,000 and (y) a fraction (which, for the avoidance of doubt, cannot exceed one), the numerator of which is the aggregate principal amount of such Indebtedness outstanding on such date for United States federal income tax purposes and the denominator of which is $1,500,000,000; (v) beginning on the fifth anniversary of the date of issuance of the New Senior Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness; (vi) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Parent or any of its direct or indirect parents, ; (iiivii) the prepayment of Indebtedness of any Covenant Party so long as no Default is continuing or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepaymentswould result therefrom, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(l), not to exceed the sum of (1) the greater of $250,000,000 plus550,000,000 or 1.75% of Total Assets at such time and (2) the Available Amount at such time; (viii) the Parent Borrower may redeem, if defease or discharge any AMFM Notes or Designated 2010 Retained Existing Notes not purchased pursuant to the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal tender offers made in connection with the Debt Repayment; and (ix) the Parent Borrower may prepay, redeem, purchase (including pursuant to 7.00 an offer to 1.00, purchase) the portion, if any, New Senior Notes with the proceeds of any asset disposition to the Cumulative Credit on extent such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election proceeds are (i) not required to be specified used to prepay the Term Loans in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating accordance with Section 2.05(b)(ii)(A) and are not used to voluntarily prepay the Term Loans in reasonable detail the amount of Cumulative Credit immediately prior to such election accordance with Section 2.05(a) and the amount thereof elected (ii) required to be so appliedapplied under the New Senior Notes Indenture. (b) None Make any payment in violation of the Covenant Parties shall, nor shall they permit any subordination terms of their Restricted Subsidiaries to, directly or indirectly, amendany Junior Financing Documentation. (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation Documentation, Existing Notes Indenture, the CCO Cash Management Arrangements, the CCU Notes or the CCO Intercompany Agreements, in each case without the consent of the Administrative Agent and the Required Lenders (which consent shall not to be unreasonably withheld); it being understood and agreed that any extension of the CCO Cash Management Arrangements, the CCU Notes or the CCO Intercompany Agreements, or any change in the interest rate on the CCU Notes approved by the Board of Directors of the Parent Borrower, will be deemed not to be materially adverse to the interests of the Lenders.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (A) payments of regularly scheduled interest principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of of, or in exchange for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)Refinancing), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to to, or the exchange of any Junior Financing for, Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), the greater of (1) $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, 50,000,000 and (2) 30% of LTM Consolidated EBITDA plus (y) the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraphclause (y), such election (iv) additional prepayments, redemptions, purchases, defeasances or other payments of, or with respect to, Junior Financings; provided (x) the Restricted Payment Conditions are satisfied and (y) Restricted Payments made in reliance on this Section 7.10(a)(iv) are not made from the proceeds of Revolving Credit Loans, (v) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to be specified the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in a written notice the Intercompany Note and (vi) prepayments, redemptions, purchases, defeasances, and other payments of a Responsible Officer of ▇▇▇▇▇▇▇ calculating Junior Financings in reasonable detail (A) an amount equal to the amount of Cumulative Credit immediately prior to such election Excluded Contributions previously received and the Borrower elects to apply under this clause (vi) or (B) without duplication with clause (A), an amount thereof elected equal to be so appliedthe proceeds from a Disposition in respect of property or assets acquired after the Closing Date by means of an Excluded Contribution, in each case, to the extent Not Otherwise Applied. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of Junior Financings having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallHoldings shall not, nor shall they Holdings permit any of their its Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest and AHYDO Payments shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g), (s) or (t) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parentsparent companies, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party owing to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments the prepayment of Junior Financing from, direct or indirect, contributions by the Investors to the common equity capital of the Borrower received by the Borrower in respect cash after the Closing Date, (v) prepayments or purchases of Senior Subordinated Debt constituting bridge loans Junior Financings with Declined Proceeds to the proceeds of any other extent such prepayments or purchases are required pursuant to the Junior Financing Documentation evidencing such Junior Financing and (vvi) prepaymentsso long as the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 2.00 to 1.00 after giving effect thereto, repayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Borrower elects to apply pursuant to this paragraphclause (vi), such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shallHoldings shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation (other than intercompany indebtedness) without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that nothing in this Section 7.13(b) shall prohibit Holdings and its Restricted Subsidiaries from refinancing, replacing or renewing any such Junior Financing to the extent otherwise permitted by Section 7.13(a).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (X) the Senior Unsecured Notes or (Y) any Subordinated Debt (it being understood that payments of regularly scheduled interest and mandatory prepayments under the Senior Unsecured Notes or such Subordinated Debt Documents shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except for (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bRefinancing), (ii) the conversion of any Junior Financing thereof to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or any of its direct or indirect parentsparents (or, after a Qualifying IPO, any Intermediate Holding Company), and (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings thereof prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount, provided that (x) at the time of any such payment, no Event of Default shall have occurred and be continuing or would result therefrom and (y) in the case of any such payment in an amount in excess of $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.0015,000,000, the portion, if any, of Borrower has delivered to the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in Administrative Agent a written notice certificate of a Responsible Officer Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedAvailable Amount. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation the Senior Unsecured Notes Indenture or Subordinated Debt Documents without the consent of the Administrative Agent Required Lenders (which consent shall not to be unreasonably withheldwithheld or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) the Senior Subordinated Debt), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment or as to Collateral, to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing DocumentationDocumentation (in each case, a “Restricted Debt Payment”), except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documents, subordination provisions contained in the Intercompany Note and (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing so long as no Default has occurred and (v) is continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on FFO Builder Basket at such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedtime. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None Make any Restricted Debt Payments (whether in cash, securities or other property) of or in respect of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior Indebtedness incurred pursuant to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated DebtSection 7.03(b), any subordinated Junior Financing, any Indebtedness incurred under pursuant to Section 7.03(g7.03(o) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms Permitted Refinancing of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness thereof (collectively, the “Junior FinancingRestricted Debt”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except except: (i) so long as no Change of Control would result therefrom, Restricted Debt Payments in the refinancing thereof with the Net Proceeds form of Equity Interests (other than Disqualified Equity Interests) of Holdings or any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing andIntermediate Holding Company, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any Intermediate Holding Company; (ii) payments of its direct or indirect parents, principal as and when due in respect of any Restricted Debt (subject to applicable subordination provisions relating thereto); (iii) Restricted Debt Payments with the prepayment of Indebtedness net proceeds of any Covenant Party Permitted Equity Issuances (other than Specified Equity Contributions or any Restricted Subsidiary of a Covenant Party to the extent permitted by part of the Collateral Documents, Available Amount) for the purpose of making such payment or prepayment; (iv) Restricted Debt Payments from any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and Permitted Refinancing thereof; and (v) prepaymentsother Restricted Debt Payments, redemptions, purchases, defeasances and other payments in respect so long as (i) no Event of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on Default then exists or would arise as a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, result of the Cumulative Credit on making of such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit payment and (ii) both immediately prior to and after giving effect to the making of such election and payment, the amount thereof elected to be so appliedPro Forma Excess Availability Condition has been satisfied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Agent.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) the Senior Subordinated Debt), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing DocumentationDocumentation (in each case, a “Restricted Debt Payment”), except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect of prepayments permitted under or required by the Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing REIT Loan Documents and (v) so long as no Default has occurred and is continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on FFO Builder Basket at such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedtime. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders Lender any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent Lender (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments any of regularly scheduled interest shall be permitted) the Senior Subordinated DebtNotes, the Holdco Notes, any subordinated Permitted Subordinated Indebtedness incurred under Section 7.03(g) or and any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Permitted Holdco Debt (collectively, “Junior Financing”) ), or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof of the Holdco Notes and other Permitted Holdco Debt with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a further incurrence of Permitted Refinancing andHoldco Debt or Permitted Equity Issuance, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g))in each case, to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (ii) the refinancing of the Senior Subordinated Notes and other Permitted Subordinated Indebtedness with the Net Cash Proceeds of any further incurrence of Permitted Subordinated Indebtedness, Permitted Holdco Debt or Permitted Equity Issuance, in each case, to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents), and (iiiiv) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepaymentsNotes or Permitted Refinancing thereof, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed (x) $250,000,000 plus25,000,000 minus (y) the aggregate of all Restricted Payments made pursuant to Section 7.06(g), if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, be paid solely from that portion of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects Excess Cash Flow which the Borrower Parties are permitted to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. retain after making all required prepayments under Section 2.05(b); or (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Administrative Agent or the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Documentation.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated DebtNotes, any subordinated Indebtedness incurred under Section 7.03(g7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or Holdings (or any of its direct or indirect parentsparent thereof), (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, and (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances made pursuant to Section 7.02(m) then outstanding, not to exceed the sum of (A) $250,000,000 plus, 50,000,000 (such amount to be increased to $65,000,000 if the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of any Test Period is less than or equal 4.5 to 7.00 to 1.00, the portion, if any, of 1.0) plus (B) the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedGrowth Amount. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Arrangers.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Prior Senior Subordinated DebtNotes, any subordinated Indebtedness incurred under Section 7.03(g7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b)thereof, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or Holdings (or any of its direct or indirect parentsparent thereof), (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances made pursuant to Section 7.02(m) then outstanding, not to exceed the sum of (A) $250,000,000 plus, 50,000,000 (such amount to be increased to $65,000,000 if the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of any Test Period is less than or equal 4.5 to 7.00 1.0) plus (B) the Cumulative Growth Amount, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to 1.00their scheduled maturity from the Net Cash Proceeds of Permitted Unsecured Indebtedness permitted to be incurred under Section 7.03(v) so long as the Total Leverage Ratio would not be greater than 4.75 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments, the portion, if any, incurrence of such Indebtedness and any other application of proceeds thereof as of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable, (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to apply to this paragraph, such election their scheduled maturity from the Net Cash Proceeds of Indebtedness secured by the assets of any Loan Party which Indebtedness is permitted to be specified incurred under Section 7.03, so long as (A) the Senior Secured Leverage Ratio (provided that for the purpose of calculating the Senior Secured Leverage Ratio Consolidated Senior Secured Debt shall be calculated net of unrestricted cash and Cash Equivalents as contemplated by clause (b) of the definition of “Consolidated Total Debt,” without duplication of any amounts already deducted in a written notice arriving at such Consolidated Senior Secured Debt) would not be greater than 2.8 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments, the incurrence of a Responsible Officer such Indebtedness and any other application of ▇▇▇▇▇▇▇ calculating in reasonable detail proceeds thereof as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable, (B) the Total Leverage Ratio would not be greater than 4.75 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments, the incurrence of such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable, and (C) the amount of Cumulative Loans available for Borrowing under the Revolving Credit immediately Facilities plus the aggregate amount of unrestricted cash and unrestricted Cash Equivalents is no less than $125,000,000 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments, the incurrence of such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable and (vii) prepayments, redemptions, purchases, defeasances and other payments in respect of the Prior Senior Subordinated Notes prior to their scheduled maturity, so long as (A) no Default shall have occurred and be continuing or shall result therefrom and (B) the Total Leverage Ratio would not be greater than 5.0 to 1.0 after giving Pro Forma Effect to such election prepayments, redemptions, purchases, defeasances and other payments, the amount incurrence of any Indebtedness in connection therewith and any other application of proceeds thereof elected to be so appliedas of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Agent.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) following the Fourth A&R Effective Date, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇N▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇N▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedapplied and (vi) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as at the time of making any such prepayment, redemption, purchase, defeasance or other payment, the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.25 to 1.00. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) the Senior Subordinated Debt), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is secured on a junior basis to the Facilities or is or is required to be subordinated subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) the greater of $250,000,000 plus32,500,000 and 2.125% of Total Assets plus (x) the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is greater than 4.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that the Borrower elects to apply under this clause (z) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied and (z) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the prepayment of other Indebtedness in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 4.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debtmanner, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of thereof or any Junior Financing Documentationsubordination agreement affecting, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (that is subordinated in right of payment to any of the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b)Obligations, (ii) the conversion of Senior Secured Notes or any Junior Financing to Equity Interests (Permitted Refinancing Indebtedness thereof, other than Disqualified Equity Interests) of the Company or with any of its direct or indirect parentsDeclined Proceeds in accordance with Section 2.06(b)(ii), (iii) the prepayment of any Indebtedness of any Covenant Party which is unsecured or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments Indebtedness (including, without limitation, the Senior Secured Notes) secured by a Lien on any Collateral, which Lien is junior to, or in respect any manner has a lower priority in right of payment than, the Liens securing the Obligations; provided that notwithstanding the foregoing (A) so long as no Default has occurred and is continuing, in each year up to 10% of the aggregate principal amount of the Senior Subordinated Debt constituting bridge loans with the proceeds of Secured Notes (or any other Junior Financing and (vPermitted Refinancing Indebtedness thereof) prepaymentsmay be prepaid, redemptionsredeemed, purchasespurchased, defeasances and other payments in respect of Junior Financings defeased or satisfied prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plusand (B) any such prepayment, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than redemption, purchase, defeasance or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to other satisfaction may be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse made to the interests extent constituting a refinancing of Indebtedness with the Lenders any term proceeds of Permitted Refinancing Indebtedness incurred pursuant to Section 7.02(b), (d), (g) or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheldm).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) the Senior Subordinated Debt), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is secured on a junior basis to the Facilities or is or is required to be subordinated subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) the greater of $250,000,000 plus30,000,000 and 2.0% of Total Assets plus (x) the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is greater than 4.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that the Borrower elects to apply under this clause (z) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied and (z) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the prepayment of other Indebtedness in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 4.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) Notes or any other Indebtedness of a Loan Party (except, with respect to Holdings, to the extent such prepayment, redemption, purchase, defeasance or other satisfaction thereof is funded with a Restricted Payment permitted under Section 7.06(k)) that is required to be unsecured or subordinated to the Obligations pursuant to expressly by its terms (other than Indebtedness among the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except (iA) the refinancing thereof with the Net Cash Proceeds of of, or in exchange for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g))Refinancing, to the extent not required to prepay any Loans pursuant to Section 2.05(b2.03(b), (iiB) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iiiC) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (D) the Refinancing of the Senior Notes and (vE) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(k), not to exceed $250,000,000 plusthe sum of (1) the amount by which 2.50% of Total Assets (determined at the time of such prepayment, redemption, purchase, defeasance or other payment) exceeds the Total Asset Percentage Amount minus any prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made in reliance on this clause (1) after the Closing Date and prior to such date of determination, and (2) if the Total Leverage Ratio calculated (after giving effect to such prepayment, redemption, purchase or defeasance on a Pro Forma Basis Basis) is less not greater than 6.0 to 1.0, and so long as no Default has occurred and is continuing or equal to 7.00 to 1.00would result therefrom, the portion, Available Amount (if any, positive) at such time or (ii) make any payment in violation of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice any subordination terms of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedany Junior Financing Documentation. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of (i) any Junior Financing Documentation in respect of any Indebtedness having an aggregate outstanding principal amount of $35,000,000 or more or (ii) the Senior Notes Indenture (in the case of each of clauses (i) and (ii), other than as a result of a Permitted Refinancing thereof) without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Agent.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties Borrowers or Subsidiary Guarantors shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of of, or in exchange for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)Refinancing), to the extent not required to prepay any Loans pursuant to Section 2.05(b2.03(b), (ii) the conversion of any Junior Financing to to, or the exchange of any Junior Financing for, Equity Interests (other than Disqualified Equity Interests) of the Company any Borrower or any of its direct or indirect parentsParent Companies, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), $250,000,000 plus10,000,000, if (iv) prepayments, redemptions, purchases, defeasances or other payments of, or with respect to, Junior Financings with Cash Flow Available for Distribution determined on the Total Leverage Ratio calculated on a Pro Forma Basis is less than date of such prepayment, redemption, purchase, defeasance or other payment to the extent Not Otherwise Applied; provided the Restricted Payment Conditions are satisfied and (v) prepayments, redemptions, purchases, defeasances, and other payments of Junior Financings in (A) an amount equal to 7.00 to 1.00, the portion, if any, amount of Excluded Contributions previously received and the Cumulative Credit on such date that ▇▇▇▇▇▇▇ Borrower Representative elects to apply under this clause (v) or (B) without duplication with clause (A), an amount equal to this paragraphthe proceeds distributed by the Acquired Business to any Borrower or Subsidiary Guarantor from a Disposition in respect of property or assets acquired by the Acquired Business after the Closing Date by means of an Excluded Contribution, such election in each case, to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedextent Not Otherwise Applied. (b) None of the Covenant Parties shall, nor Borrowers or Subsidiary Guarantors shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of Junior Financings having an outstanding aggregate principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their Restricted the Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) the Senior Subordinated Debt), any subordinated subordinated, junior lien or unsecured Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment or as to Collateral, to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parentsBorrower, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Subsidiary to the extent permitted not prohibited by the Collateral Documents, subordination provisions contained in the Intercompany Note and (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plusexceed, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail when combined with the amount of Cumulative Credit immediately prior Restricted Payments pursuant to such election and the amount thereof elected to be so appliedSection 7.06(h), $2,500,000. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their Restricted the Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of (i) any Junior Financing Documentation or (ii) any of their respective articles of incorporation (or corporate charter or other similar organizational documents) or any of their respective bylaws (or joint venture agreements or other similar documents) without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly Directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest and principal shall be permitted and prepayment of the Senior Secured notes shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under pursuant to Section 7.03(g) 10.3, or any other Indebtedness for borrowed money of a Loan Party that is required to be subordinated to the Obligations pursuant expressly by its terms (other than Indebtedness among the Parent Borrower, Safeway and their Restricted Subsidiaries), any Indebtedness that is secured by a Lien on the Collateral ranking junior to the terms of Lien securing the Loan DocumentsObligations (including any Permitted NotesIncremental Equivalent Debt, but excluding any Existing Indebtedness Permitted Ratio Debt or Outstanding Indebtedness Permitted Junior Priority Refinancing Debt (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentationdocumentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes constituting a Permitted Refinancing and, Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g10.3(f), such Permitted Refinancing is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b10.3(f), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity InterestsStock) of the Company a Borrower, Holdings or any of its other direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary parent of a Covenant Party to Borrower or the extent permitted by the Collateral Documents, (iv) any payments in respect repayment of Senior Subordinated Debt constituting bridge loans Junior Financing with the proceeds of an issuance of Equity Interests of a Borrower, Holdings or any other Junior Financing and direct or indirect parent of a Borrower, (viii) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus500,000,000 plus the Cumulative Credit less the aggregate amount of Restricted Payments made pursuant to Section 10.6(f) at the time of such prepayment, if redemption, purchase, defeasance or other payment, (iv) the purchase, redemption, acquisition, retirement, defeasance or discharge of the Existing Safeway Notes or any of its subsidiaries within 120 days of the Escrow Release Date and any Permitted Refinancing in respect thereof and; (v) redemptions or redemptions of Indebtedness secured by Liens permitted by clause (mm) of the definition of “Permitted Liens” solely from the amounts included in the escrow account., and (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity; provided that, as of the date of such payment after giving pro forma effect thereto and any related transactions (including the incurrence of Indebtedness related thereto), (x) no Default or Event of Default shall exist or have occurred and be continuing and (y) the Total Leverage Ratio calculated on a Pro Forma Basis is would be less than or equal to 7.00 to 1.003.50:1.00. For the avoidance of doubt, Indebtedness under the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedABL Facility shall not constitute Junior Financing. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in waive any manner materially adverse document governing any Material Indebtedness (other than on account of any Permitted Refinancing) to the interests extent that such amendment, modification or waiver would result in a Default or Event of Default under any of the Lenders any term Financing Agreements or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not would be unreasonably withheld)reasonably likely to have a Material Adverse Effect.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior Subordinated DebtNotes, any subordinated Indebtedness incurred under Section 7.03(g7.03(y) or 7.03(n) or any other Indebtedness that is or is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(y)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b)) or the prepayment thereof with Declined Proceeds, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, Documents and (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(k) and (2) loans and advances to the Borrower (or any direct or indirect parent thereof) made pursuant to Section 7.02(n), not to exceed the sum of (A) the greater of $250,000,000 plus120,000,000 and 4.0% of Total Assets, (B) the amount of the Net Cash Proceeds of Permitted Equity Issuances that are Not Otherwise Applied, and (C) if as of the Total Leverage last day of the immediately preceding Test Period, the Interest Coverage Ratio exceeds 2.00:1.00 (calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00Basis), the portion, if any, of the Cumulative Credit on such date Available Amount that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedis Not Otherwise Applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation or Subordinated Lien Facility Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior any Permitted Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Notes (collectively, the “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g))Refinancing, to the extent not required to prepay any Term Loans pursuant to Section 2.05(b)) or the prepayment thereof with Retained Declined Proceeds, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary to owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of a Covenant Party to the extent permitted any Permitted Subordinated Notes issued by the Collateral DocumentsBorrower or any Restricted Subsidiary to Holdings, the Borrower or any Restricted Subsidiary and the prepayment of Permitted Subordinated Notes with the proceeds of other Permitted Subordinated Notes, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing so long as no Default shall have occurred and (v) be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity (A) in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(n)(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(n), not to exceed the sum of the greater of $250,000,000 plus175,000,000 and 2.5% of Total Assets and (B) out of the Available Amount and (v) any such Indebtedness if (after giving effect to such prepayment, if redemption, purchase or defeasance) the Senior Secured First-Lien Net Leverage Ratio is not greater than 4.0:1.0 and the Total Net Leverage Ratio calculated on a Pro Forma Basis is less not greater than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied4.5:1.0. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders Lenders, any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an outstanding principal amount greater than $50,000,000 (other than as a result of any Permitted Refinancing of such Indebtedness in respect thereof) without the consent of the Administrative Agent (which consent shall not be unreasonably withheldwithheld or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (A) payments of regularly scheduled principal and interest shall be permitted, (B) the Senior Subordinated Debtcustomary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof), any subordinated Indebtedness incurred under Section 7.03(g), (q), (s) or (w) or any other Indebtedness that is or is required to be subordinated in right of payment to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), (q), (s) or (w), is permitted pursuant to Section 7.03(g), (q), (s) or (w)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect prepayments or purchases of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and with Declined Proceeds as required pursuant to the Junior Financing Documentation, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity maturity; provided that the aggregate amount of prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to this clause (v) following the Amendment No. 57 Effective Date, when combined with the amount of Restricted Payments made following the Amendment No. 57 Effective Date pursuant to Section 7.06(h), shall not exceed (x) the greater of (i) $125,000,000280,000,000 and (ii) 3.003.50% of Consolidated Total Assets plus (y) the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this clause (a) and (vi) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower and its Restricted Subsidiaries may make prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings in an aggregate unlimited amount not to exceed $250,000,000 plus, if so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 3.503.75 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed). For purposes of determining compliance with this ‎Section 7.13, in the event that an item of prepayments of Junior Financing meets the criteria of more than one of the categories described above, the Borrower may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such item of prepayment or any portion thereof in a manner that complies with this Section 7.13 and will only be required to include the amount and type of such prepayment in one or more of the above clauses. In the event that a portion of the prepayment could be classified as incurred under a “ratio-based” basket (giving pro forma effect to the making of such prepayment), the Borrower, in its sole discretion, may classify such portion of such prepayment as having been incurred pursuant to such “ratio-based” basket and thereafter the remainder of the prepayment as having been incurred pursuant to one or more of the other clauses of this Section 7.13 and if any such test would be satisfied in any subsequent fiscal quarter following the relevant date of determination, then such reclassification shall be deemed to have automatically occurred at such time.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Company shall not, nor shall they the Company permit any of their the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (A) payments of regularly scheduled interest principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted) the Senior Subordinated Debt), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents and exceeds the Threshold Amount (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Company or any Restricted Subsidiary of a Covenant Party to the Company or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Subordinated Debt constituting bridge loans with Junior Financings prior to their scheduled maturity in an amount equal to the proceeds sum of any other Junior Financing (A) the amount of Excluded Contributions previously received and the Company elects to apply under this clause (iv) plus (B) the Cumulative Credit on such date, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), the greater of (a) $250,000,000 plus200,000,000330,000,000 and (b) 3.50% of Total Assets and, if (vi) so long as no Event of Default has occurred and is continuing or would result therefrom, the Company and its Restricted Subsidiaries may make prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.003.00:1.00 and (vii) prepayments, the portionredemptions, if anypurchases, defeasances and other payments in respect of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedany Amendment No. 4 Target Indebtedness. (b) None of the Covenant Parties shallThe Company shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed). For purposes of determining compliance with this Section 7.13, in the event that a payment meets the criteria of more than one of the categories of payments described above, the Company may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such payment or any portion thereof in a manner that complies with this Section 7.13 and will only be required to include the amount and type of such payment in one or more of the above clauses.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated DebtNotes, any subordinated Indebtedness incurred under Section 7.03(g) or 7.03(h)(i)(B), any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding Documents or any Existing Indebtedness or Outstanding Permitted Refinancing of any of the foregoing Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except except, so long as no Default shall have occurred and be continuing or would result therefrom, (i) the refinancing thereof with the Net Cash Proceeds of (x) any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b)) or (y) any Permitted Holdings Debt, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, subordination provisions contained in the Intercompany Note and (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by Section 7.06(i), not to exceed the sum of (i) $250,000,000 plus40,000,000, if (ii) the amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) made after the Closing Date that are Not Otherwise Applied and (iii) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments) the Total Leverage Ratio calculated on a Pro Forma Basis is less than 7.50:1 or equal to 7.00 to 1.00less, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedExcess Cash Flow that is Not Otherwise Applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change (x) the subordination provisions of the Senior Subordinated Notes Documentation and any other Junior Financing Documentation (and the component definitions as used therein) or (y) any other term or condition of the Senior Subordinated Notes Documentation and any other Junior Financing Documentation, in the case of this clause (y) in any manner materially adverse to the interests of the Lenders Lenders, in any term or condition of any Junior Financing Documentation such case without the consent of the Administrative Agent Arrangers. (which consent shall not be unreasonably withheldc) Designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” (as defined in the Senior Subordinated Notes Indenture) or any similar term (as defined in any Junior Financing Documentation), in each case, except for Obligations of the type described in clause (x) of the definition thereof.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or (h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g) or (h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), or of any Indebtedness of Holdings, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, Documents and (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), in an amount not to exceed (x) $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or 75,000,000 and (y) which amount shall be increased by an amount equal to 7.00 to 1.0050% of cumulative Consolidated Net Income for the Reference Period (or in the case such Consolidated Net Income for such period is a deficit, the portion, if any, minus 100% of the Cumulative Credit on such date deficit (it being understood that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedclause (y) shall not reduce clause (x))). (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Arrangers.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated any Permitted Second Priority Refinancing Debt, any subordinated Indebtedness incurred under Section 7.03(g7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parentsBorrower, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, Documents and (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted Payments made by the Borrower and its Subsidiaries pursuant to Section 7.06(f), not to exceed $250,000,000 plus(A) the amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) made after the Closing Date that are Not Otherwise Applied and (B) if, if as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments) the Total Leverage Ratio calculated on a Pro Forma Basis is less than 3.0:1 or equal to 7.00 to 1.00less, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied.Excess Cash Flow that is Not Otherwise Applied; and (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Required Lenders.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrowers shall not, nor shall they the Borrowers permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) the Senior Subordinated Debt), any subordinated Indebtedness incurred under Section 7.03(g), (q) or (v) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment, to the Secured Obligations pursuant to the terms of the Loan Documents, but excluding Documents or any Existing Indebtedness or Outstanding Indebtedness secured by the Collateral on a junior priority basis to the Liens securing the Secured Obligations (it being understood that Cash Flow Debt will not be considered Junior Financing) (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds net proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), (q) or (v), is permitted pursuant to Section 7.03(g), (q) or (v), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party Borrower or any Restricted Subsidiary of a Covenant Party to any Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (x) the greater of (i) $250,000,000 plus, if 215,000,000 and (ii) 3.00% of Total Assets plus (y) Excluded Contributions that the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ U.S. Borrower elects to apply to this paragraph, clause (a) Excluded Contributions that are Not Otherwise Applied and (v) such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail prepayments at any time when the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedDistribution Payment Conditions are met. (b) None of the Covenant Parties shallThe Borrowers shall not, nor shall they either permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed). For purposes of determining compliance with this Section 7.13, in the event that a payment meets the criteria of more than one of the categories of payments described above, the U.S. Borrowers may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such payment or any portion thereof in a manner that complies with this Section 7.13 and will only be required to include the amount and type of such payment in one or more of the above clauses. In the event that a payment or other obligations could be classified as incurred under a Payment Conditions basket (giving pro forma effect to the making of such portion of such payment), the U.S. Borrower, in its sole discretion, may classify such portion of such payment (and any obligations in respect thereof) as having been made pursuant to such Payment Conditions basket and thereafter the remainder of the payment as having been made pursuant to one or more of the other clauses of this Section 7.13 and if any such test would be satisfied in any subsequent fiscal quarter following the relevant date of determination, then such reclassification shall be deemed to have automatically occurred at such time.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (A) payments of regularly scheduled interest principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted) the Senior Subordinated Debt), any principal amount in respect of any subordinated Indebtedness incurred under Section 7.03(g), (q), (s), (w) or (z) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) ), in each case, in an amount in excess of the Threshold Amount or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), (q), (s), (w) or (z), is permitted pursuant to Section 7.03(g), (q), (s), (w) or (z)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Subordinated Debt constituting bridge loans Junior Financings prior to their scheduled maturity in (x) an amount equal to the amount of Excluded Contributions previously received and the Borrower elects to apply under this clause (iv) or (y) without duplication with clause (x), in an amount equal to the proceeds Net Proceeds from a Disposition in respect of any other Junior Financing and property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (x) the greater of (I) $250,000,000 plus370,000,000 and (II) 40% of LTM Consolidated EBITDA plus (y) subject to, if solely in the Total Leverage Ratio calculated on a Pro Forma Basis is less than case of the portion of the Cumulative Credit attributable to clause (b) thereof, no Event of Default under Sections 8.01(a) or equal (f) with respect to 7.00 to 1.00the Borrower having occurred and continuing or resulting therefrom, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraphclause (a), such election to be specified (vi) prepayments, redemptions, purchases, defeasances and other payments in a written notice respect of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately Junior Financings prior to such election their scheduled maturity in an aggregate amount not to exceed the Available RP Capacity Amount and (vii) so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the amount thereof elected Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to be so applied4.00 to 1.00. (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed). For purposes of determining compliance with this Section 7.10, in the event that a payment meets the criteria of more than one of the categories of payments described above, the Borrower may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such payment or any portion thereof in a manner that complies with this Section 7.10 and will only be required to include the amount and type of such payment in one or more of the above clauses. In the event that a payment or other obligations could be classified as incurred under a “ratio-based” basket (giving pro forma effect to the making of such portion of such payment), the Borrower, in its sole discretion, may classify such portion of such payment (and any obligations in respect thereof) as having been made pursuant to such “ratio-based” basket and thereafter the remainder of the payment as having been made pursuant to one or more of the other clauses of this Section 7.10 and if any such test would be satisfied in any subsequent fiscal quarter following the relevant date of determination, then such reclassification shall be deemed to have automatically occurred at such time.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior Subordinated DebtNotes, any subordinated Indebtedness incurred under Section 7.03(g7.03(y) or 7.03(n) or any other Indebtedness that is or is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(y)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b)) or the prepayment thereof with Declined Proceeds, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, Documents and (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(k) and (2) loans and advances to the Borrower made pursuant to Section 7.02(n), not to exceed the sum of (A) the greater of $250,000,000 plus100,000,000 and 2.5% of Total Assets, (B) the amount of the Net Cash Proceeds of Permitted Equity Issuances that are Not Otherwise Applied, and (C) if as of the Total Leverage Ratio last day of the immediately preceding Test Period, the Borrower shall be in compliance with the Senior Secured Incurrence Test (calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00Basis), the portion, if any, of the Cumulative Credit on such date Available Amount that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedis Not Otherwise Applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation or Subordinated Lien Facility Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Agent.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries toto make cash prepayments, directly redemptions or indirectly, prepay, redeem, purchase, defease or otherwise satisfy repurchases prior to the scheduled maturity thereof in respect of the principal of any manner Indebtedness of a Loan Party that is Junior Financing (collectively, “Restricted Debt Payments”; it being understood that that, with respect to any Junior Financing, each of the following shall be permitted and shall not constitute Restricted Debt Payments: (x) AHYDO Catch-Up Payments, interest (including default interest) payments, payments of closing or consent fees, and payments of regularly scheduled interest shall be permittedprincipal, (y) the Senior Subordinated Debtmandatory prepayments and redemptions or repurchases, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated in each case to the Obligations extent made with Declined Amounts or with escrowed proceeds thereof, and payment of closing and consent fees, and (z) indemnity and expense reimbursement payments, in each case of clauses (x) through (z) pursuant to the terms of governing such Junior Financing and to the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment extent not in violation of any intercreditor or subordination terms of any applicable to such Junior Financing DocumentationFinancing), except except: (i) Restricted Debt Payments in respect of Junior Financings as a result of the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), of the applicable Junior Financing) to the extent not required to prepay any Loans pursuant to Section 2.05(b2.05(b)(iii), ; (ii) the conversion of any Junior Financing to, or the contribution of any Junior Financing to capital on account of, any Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, parent of HoldingsParent Company; (iii) Restricted Debt Payments in respect of Junior Financings of the prepayment of Indebtedness of any Covenant Party Borrower or any Restricted Subsidiary of a Covenant Party owed to Holdings, the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documents, (iv) subordination provisions contained in the Intercompany Note or the prepayment of any payments in respect of Senior Subordinated Debt constituting bridge loans other Junior Financing with the proceeds of any other Junior Financing to the extent permitted by Section 7.03; (iv) Restricted Debt Payments in an amount that does not exceed the sum of (i) the amount of Excluded Contributions previously received and that the Borrower elects to apply under this clause (vi)(i), and (ii) the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with any Excluded Contributions, in each case, to the extent Not Otherwise Applied; (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity Restricted Debt Payments in an aggregate amount not equal to exceed $250,000,000 plusthe portion, if any, of the Available Amount on such date that the Borrower elects to apply to this paragraph; provided that (A) no Event of Default shall have occurred or be continuing and (B) except to the extent relying on clause (c) of the definition of “Available Amount”, the Total Net Leverage Ratio calculated on a Pro Forma Basis for the applicable Test Period is equal to or less than the Closing Date Total Net Leverage Ratio; (vi) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower and its Restricted Subsidiaries may make Restricted Debt Payments in an unlimited amount so long as the Total Net Leverage Ratio calculated on a Pro Forma Basis for the applicable Test Period is less than or equal to 7.00 the Closing Date Total Net Leverage Ratio minus 1.00:1.00; and (vii) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Debt Payments in an aggregate amount not to 1.00, exceed the portion, if any, greater of (i) 25% of Closing Date EBITDA (and (ii) 25% of TTM Consolidated Adjusted EBITDA as of the Cumulative Credit on such applicable date that ▇▇▇▇▇▇▇ elects to apply to this paragraphof determination. The amount set forth in Section 7.12(a)(vii) may, such election to be specified in a written notice lieu of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shallprepayments, nor shall they permit any of their Restricted Subsidiaries torepayments, directly redemptions, purchases, defeasance or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition satisfaction of any Junior Financing Documentation Financing, be utilized by the Borrower or any Restricted Subsidiary to make or hold any Investments without the consent of the Administrative Agent regard to Section 7.02 (which consent shall not be unreasonably withheldother than Investments in Unrestricted Subsidiaries).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) any Indebtedness of a Loan Party (except, with respect to Holdings, to the Senior Subordinated Debtextent such prepayment, any subordinated Indebtedness incurred redemption, purchase, defeasance or other satisfaction thereof is funded with a Restricted Payment permitted under Section 7.03(g7.06(k)) or any other Indebtedness that is required to be subordinated in right of payment to the Obligations pursuant to expressly by its terms (other than Indebtedness among the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except (iA) the refinancing thereof with the Net Cash Proceeds of of, or in exchange for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g))Refinancing, to the extent not required to prepay any Loans pursuant to Section 2.05(b2.03(b), (iiB) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iiiC) the prepayment prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment, redemption, purchase, defeasance or other satisfaction of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03 and (vD) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(k)(i), not to exceed the sum of (1) the greater of $250,000,000 plus25,000,000 and 1.25% of Total Assets, in each case determined at the time of such payment and (2) if the Total Leverage Ratio calculated (after giving effect to such prepayment, redemption, purchase, defeasance or other satisfaction on a Pro Forma Basis Basis) the Net Leverage Ratio is less not greater than 4.50 to 1.0, and so long as no Event of Default has occurred and is continuing or equal to 7.00 to 1.00would result therefrom, the portion, if any, of the Cumulative Credit on Available Amount at such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedtime. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation or, other than as a result of a Permitted Refinancing thereof, without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Agent.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debtmanner, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of of, any Junior Financing DocumentationIndebtedness, except (i) the refinancing thereof prepayment of the Credit Extensions in accordance with the Net Proceeds terms of any this Agreement, (ii) regularly scheduled or required repayments or redemptions of Indebtedness permitted to be incurred under Section 7.02 (to the extent that such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(ghave any scheduled repayments or redemptions)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans prepayments made with the proceeds of any other Junior Financing issuances or sales of common Equity Interests of Holdings or Qualified Preferred Stock and (viv) prepaymentsrefinancings of Permitted Unsecured Debt and Permitted Bridge Debt that satisfy the criteria set forth in clauses (a), redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None and (c) of the Covenant Parties shalldefinition of Permitted Unsecured Debt; (b) repay any Permitted Bridge Debt on the “rollover date” in respect thereof (it being understood that this clause (b) shall require Holdings and its Subsidiaries to elect to roll such debt into Permitted Unsecured Debt or to refinance it on terms permitted hereunder or to repay it from the proceeds of issuances or sales of common Equity Interests of Holdings or Qualified Preferred Stock (or any combination thereof)) or (c) amend the terms of any Permitted Unsecured Debt or Permitted Bridge Debt in a manner that would cause such Permitted Unsecured Debt or Permitted Bridge Debt to fail to satisfy the criteria set forth in clauses (a), nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests (b) and (c) of the Lenders any term or condition definition thereof (or, in the case of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheldPermitted Bridge Debt, fail to constitute Permitted Bridge Debt).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Lead Borrower shall not, nor shall they the Lead Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (A) payments of regularly scheduled interest principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted) the Senior Subordinated Debt), any principal amount in respect of any subordinated Indebtedness incurred under Section 7.03(g), (q), (s) or (w) or any other Indebtedness that is or is required to be subordinated in right of payment to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) ), in each case, in an amount in excess of the Threshold Amount or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), (q), (s) or (w), is permitted pursuant to Section 7.03(g), (q), (s) or (w)), to the extent not required to prepay 4849-7283-2717 213 any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrowers or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Lead Borrower or any Restricted Subsidiary of a Covenant Party to the Lead Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Subordinated Debt constituting bridge loans Junior Financings prior to their scheduled maturity in (x) an amount equal to the amount of Excluded Contributions previously received and the Lead Borrower elects to apply under this clause (iv) or (y) without duplication with clause (x), in an amount equal to the proceeds Net Proceeds from a Disposition in respect of any other Junior Financing and property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (x) the greater of (I) $250,000,000 plus65,000,000 and (II) 40% of LTM Consolidated EBITDA plus (y) subject to, if solely in the Total Leverage Ratio calculated on a Pro Forma Basis is less than case of the portion of the Cumulative Credit attributable to clause (b) thereof, no Event of Default under Sections 8.01(a) or equal (f) with respect to 7.00 to 1.00any Borrower having occurred and continuing or resulting therefrom, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Lead Borrower elects to apply to this paragraphclause (a), such election to be specified (vi) prepayments, redemptions, purchases, defeasances and other payments in a written notice respect of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately Junior Financings prior to such election their scheduled maturity in an aggregate amount not to exceed the Available RP Capacity Amount and (vii) so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the amount thereof elected Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to be so applied3.25 to 1.00. (b) None of the Covenant Parties shallThe Lead Borrower shall not, nor shall they the Lead Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).. For purposes of determining compliance with this Section 7.10, in the event that a payment meets the criteria of more than one of the categories of payments described above, the Lead Borrower may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such payment or any portion thereof in a manner that complies with this Section 7.10 and will only be required to include the amount and type of such payment in one or more of the above clauses. In the event that a payment or other obligations could be classified as incurred under a “ratio-based” basket (giving pro forma effect to the making of such portion of such payment), the Lead Borrower, in its sole discretion, may classify such portion of such payment (and any obligations in respect thereof) as having been made pursuant to such “ratio-based” basket and thereafter the remainder of the payment as having been made pursuant to one or more of the other clauses of this Section 7.10 and if any such test would be satisfied in any subsequent fiscal quarter following the relevant date of determination, then such reclassification shall be deemed to have automatically occurred at such time. 4849-7283-2717 214

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner manner, or make any payment of interest in respect of, (it being understood that payments of regularly scheduled interest shall be permittedA) the Senior Subordinated DebtNotes, any subordinated Indebtedness incurred under Section 7.03(g7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan DocumentsDocuments (other than, but excluding for the avoidance of doubt, any Existing Junior Lien Indebtedness, any Indebtedness or Outstanding Indebtedness under the Second Lien Indenture and any Second Lien Indebtedness) (collectively, “Junior Subordinated Financing”) or (B) any Junior Lien Indebtedness, any Indebtedness under any Second Lien Indenture or any Second Lien Indebtedness, or (ii) make any payment in violation of any subordination terms of any Junior Subordinated Financing Documentation, except in the case of clauses (i) and (ii), (1) the refinancing thereof of any Junior Lien Indebtedness, any Indebtedness under the Second Lien Indenture, any Second Lien Indebtedness or any Subordinated Financing with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), or of any Indebtedness of Holdings, (ii2) the conversion of any Junior Financing Lien Indebtedness, any Subordinated Financing, any Second Lien Indebtedness or any Indebtedness under the Second Lien Indenture to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii3) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent expressly permitted by the Collateral Documents, (iv4) any payments the payment of regularly scheduled interest in respect of Senior any Junior Lien Indebtedness or Subordinated Debt constituting bridge loans Financings, (5) the payment of regularly scheduled interest in respect of any Second Lien Indebtedness or any Indebtedness under the Second Lien Indenture so long as such interest payments are not paid in cash, Cash Equivalents or other assets (other than any interest payments in the form of additional principal amount of such Indebtedness) (and, for the avoidance of doubt, are paid only by increasing the outstanding aggregate principal amount of such Indebtedness); provided that such interest payments may be paid in cash or Cash Equivalents so long as both immediately prior to and after giving effect to such payments, (x) the First Lien Leverage Ratio for the immediately preceding Test Period was less than 3.00:1, (y) no Default exists or would result therefrom and (z) Holdings, the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the proceeds of any other Junior Financing covenants set forth in Sections 7.11, 7.12 and 7.13 for the Test Period in effect at the time such payment is being made, (v6) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Subordinated Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed the amount of Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied, (7) from and after the Subsequent Pricing Increase Effective Date, the payment of consent, amendment or other similar fees to the holders of Senior Subordinated Notes in connection with any amendment, modification or change to the Senior Subordinated Notes Indenture (or any waiver in connection therewith) made in accordance with Section 7.15(b) in an aggregate amount (together with the aggregate amount of Restricted Payments made pursuant to Section 7.02(j)) not to exceed $3,000,000 and (8) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Lien Indebtedness in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied175,000,000. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change change, including pursuant to any renewal, extension, refunding, restructuring, replacement or refinancing of the Second Lien Indenture prior to the Subsequent Pricing Increase Effective Date, in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Subordinated Financing Documentation or the Second Lien Indenture without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Arrangers.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Lead Borrower shall not, nor shall they the Lead Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (A) payments of regularly scheduled interest principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted) the Senior Subordinated Debt), any principal amount in respect of any subordinated Indebtedness incurred under Section 7.03(g), (q) or (s) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) ), in each case, in an amount in excess of the Threshold Amount or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), (q) or (s), is permitted pursuant to Section 7.03(g), (q) or (s)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Lead Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Lead Borrower or any Restricted Subsidiary of a Covenant Party to the Lead Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Subordinated Debt constituting bridge loans Junior Financings prior to their scheduled maturity in (x) an amount equal to the amount of Excluded Contributions previously received and the Lead Borrower elects to apply under this clause (iv) or (y) without duplication with clause (x), in an amount equal to the proceeds Net Proceeds from a Disposition in respect of any other Junior Financing and property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (x) the greater of (I) $250,000,000 plus, if and (II) 42% of LTM Consolidated EBITDA plus (y) subject to no Event of Default under Section 8.01(a) or (f) with respect to Holdings or the Total Leverage Ratio calculated on a Pro Forma Basis is less than Lead Borrower having occurred and continuing or equal to 7.00 to 1.00resulting therefrom, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Lead Borrower elects to apply to this paragraphclause (a), (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the Available RP Capacity Amount, (vii) so long as no Event of Default under Section 8.01(a) or (f) has occurred and is continuing or would result therefrom, prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 2.25 to 1.00, (viii) the prepayment, defeasance, redemption, repurchase, exchange or other acquisition or retirement of Junior Financing of the Lead Borrower or any Restricted Subsidiary or any Equity Interests of the Lead Borrower or any direct or indirect parent company of the Lead Borrower, in exchange for, or in an amount not to exceed the proceeds of, the sale or issuance, within 120 days of such election prepayment, defeasance, redemption, repurchase, exchange or other acquisition or retirement of Refunding Capital Stock and (ix) the prepayment, defeasance, redemption, repurchase, exchange or other acquisition or retirement of (a) Junior Financing of the Lead Borrower or any Restricted Subsidiary made by exchange for, or in an amount not to be specified exceed the proceeds of the sale of, new Indebtedness of the Lead Borrower or any Restricted Subsidiary or Disqualified Equity Interests of the Lead Borrower or any Restricted Subsidiary made within 120 days of such incurrence or issuance of new Indebtedness or Disqualified Equity Interests or (b) Disqualified Equity Interests of the Lead Borrower or any Restricted Subsidiary made by exchange for, or in a written notice an amount not to exceed the proceeds of a Responsible Officer the sale of, Disqualified Equity Interests of ▇▇▇▇▇▇▇ calculating the Lead Borrower or any Restricted Subsidiary made within 120 days of such issuance of Disqualified Equity Interests, that, in reasonable detail each case, is incurred or issued, as applicable, in compliance with Section 7.03 so long as (i) the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Equity Interests does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Junior Financing or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Equity Interests being so prepaid, defeased, redeemed, repurchased, exchanged, acquired or retired for value, plus the amount of Cumulative Credit immediately prior any premium (including tender premium) paid on the Junior Financing or Disqualified Equity Interests being so defeased, redeemed, repurchased, exchanged, acquired or retired, defeasance costs and any fees and expenses incurred in connection with the issuance of such new Indebtedness or Disqualified Equity Interests; (ii) such new Indebtedness is subordinated to the Loans or the applicable Guarantee at least to the same extent as such election Junior Financing so defeased, redeemed, repurchased, exchanged, acquired or retired; (iii) such new Indebtedness or Disqualified Equity Interests has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Junior Financing or Disqualified Equity Interests being so defeased, redeemed, repurchased, exchanged, acquired or retired; and (iv) such new Indebtedness or Disqualified Equity Interests has a weighted average life to maturity equal to or greater than the amount thereof elected remaining weighted average life to be maturity of the Junior Financing or Disqualified Equity Interests being so applieddefeased, redeemed, repurchased, exchanged, acquired or retired. (b) None of the Covenant Parties shallThe Lead Borrower shall not, nor shall they the Lead Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed). For purposes of determining compliance with this Section 7.10, in the event that a payment meets the criteria of more than one of the categories of payments described above, the Lead Borrower may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such payment or any portion thereof in a manner that complies with this Section 7.10 and will only be required to include the amount and type of such payment in one or more of the above clauses. In the event that a payment or other obligations could be classified as incurred under a “ratio-based” basket (giving pro forma effect to the making of such portion of such payment), the Lead Borrower, in its sole discretion, may classify such portion of such payment (and any obligations in respect thereof) as having been made pursuant to such “ratio-based” basket and thereafter the remainder of the payment as having been made pursuant to one or more of the other clauses of this Section 7.10 and if any such test would be satisfied in any subsequent fiscal quarter following the relevant date of determination, then such reclassification may be deemed to have automatically occurred at such time.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they it permit any of their its Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debtwhether directly or indirectly), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of, any Indebtedness for borrowed money, including, without limitation, obligations owing in respect of the Alpha Facility and the Riverside Facility (other than any intercompany Indebtedness), except for the following: (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement; (b) required prepayments or redemptions of Indebtedness that is permitted by Section 7.03; (c) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of any Junior Financing DocumentationIndebtedness that, except as of the date hereof, has a final maturity date no later than the Term Loan Maturity Date; (d) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of any Indebtedness in connection with any refinancing, refunding, or exchange thereof permitted by Section 7.03; (e) (i) the refinancing thereof with the Net Proceeds prepayment of any intercompany Indebtedness owed by Illinova to IPC (to the extent such Indebtedness constitutes a Permitted Refinancing and“ILN/IPC Debt”) so long as the aggregate principal amount of any cash prepayments shall not exceed $450,000,000 over the term of the Facilities and (ii) in connection with an Illinova Asset Sale, if such Indebtedness was originally incurred under Section 7.03(g)(A) the offset of the ILN/IPC Debt against the amount IPC owes Illinova, is (B) the termination of the ILN/IPC Debt in exchange for the assumption of IPC’s deferred tax obligations and IPC’s repurchase of its Capital Stock from Illinova, and (C) any other extinguishment of the ILN/IPC Debt; (f) any payment permitted pursuant to Section 7.03(g7.02(k)); (g) the prepayment, to redemption, repurchase, defeasance, or other unscheduled payment of Indebtedness under the extent not required to prepay any Loans pursuant to Section 2.05(b)Early Maturity DHI Bonds, the Riverside Facility or the Alpha Facility; (h) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of Indebtedness under the Late Maturity DHI Bonds (i) with Exempt Proceeds or (ii) the conversion of any Junior Financing to Equity Interests (with funds other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity Exempt Proceeds in an aggregate amount not to exceed the sum of (A) $250,000,000 plus50,000,000 and (B) the lesser of (1) $100,000,000 and (2) an amount equal to the positive cumulative free cash flow for the Borrower for the period from January 1, if 2004 to the Total Leverage Ratio calculated last day of the most recent fiscal quarter of the Borrower ending on a Pro Forma Basis is or prior to the date of such payment minus Capital Expenditures made during such period, over the term of the Facilities; (i) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of the 2003 Second Lien Notes (i) with Exempt Proceeds or (ii) with funds other than Exempt Proceeds, provided that (A) such prepayment, redemption, repurchase, defeasance or other unscheduled payment shall not cause the Liquidity of the Parent Group to be less than $200,000,000 for any consecutive ten Business Day period and (B) the Secured Debt/EBITDA Ratio, after giving pro forma effect to such prepayment, redemption, repurchase, defeasance or equal other unscheduled payment, shall not exceed 7.5 to 7.00 1.0; (j) any such prepayment, redemption, purchase, defeasance, or other unscheduled payment made with Exempt Proceeds, subject to 1.00, the portion, if any, limitations of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied.2003 Second Lien Indenture; and (bk) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse notwithstanding anything to the interests of contrary in this Section 7.15, any such prepayment, redemption, purchase, defeasance, or other unscheduled payment made solely with the Lenders any term or condition net proceeds of any Junior Financing Documentation without Indebtedness or the consent issuance of any Capital Stock by the Borrower or any of its Restricted Subsidiaries, subject to the limitations of the Administrative Agent (which consent shall not be unreasonably withheld)2003 Second Lien Indenture.

Prepayments, Etc. of Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except (a) None payments in Capital Stock (as long as no Change in Control would result therefrom) and payments of interest in-kind of the Covenant Loan Parties shallor the accretion of interest on Permitted Indebtedness; (b) payments of principal and interest as and when due in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto); (c) payments of principal (including mandatory prepayments, nor redemptions and repurchases) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness); provided, that if the Payment Conditions shall they permit be satisfied (giving pro forma effect to any such required payment, redemption or repurchase), the occurrence of their Restricted Subsidiaries toany event (other than an event that constitutes a default in respect of any Material Indebtedness) which requires the Borrower to make any payment upon the conversion of convertible or exchangeable debt securities at the election of the holder(s) thereof shall not be deemed to be an event which causes, directly or indirectlypermits the holders of such Indebtedness to cause, prepayIndebtedness to be demanded or to become due or to be repurchased, redeemprepaid, purchase, defease defeased or otherwise satisfy redeemed prior to its stated maturity for all purposes of Section 7.01(e)(i)(B) hereof; (d) voluntary prepayments of Indebtedness in connection with a Permitted Refinancing of such Indebtedness or with proceeds of any other Permitted Indebtedness; (e) if the scheduled maturity thereof Payment Conditions are satisfied, voluntary prepayments, purchases, redemptions and defeasances in whole or in part of any manner Permitted Indebtedness; and (f) voluntary prepayments made by the Borrower to repurchase, redeem or defease its 2.50% Notes for cash; provided that (i) the Borrower shall consummate any such repurchase, redemption or defeasance not later than 90 days after the Amendment Effective Date; (ii) the aggregate purchase price for all such 2.50% Notes shall not exceed $275,000,000, and (iii) at the time of such payment, no Default or Event of Default shall exist or would result from such payment (it being understood that payments of regularly scheduled interest shall be permitted) that, subject to the Senior Subordinated Debtother terms and conditions set forth in this Agreement, any subordinated Indebtedness incurred under Section 7.03(g) such repurchase, redemption or any other Indebtedness that is required to defeasance of the 2.50% Notes may be subordinated to the Obligations consummated pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)SECTION 6.10(e), to the extent not required to prepay any Loans permitted pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheldthereto).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower will not, nor shall they and will not permit any of their Restricted Subsidiaries Subsidiary to, directly or indirectly, : (a) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any unsecured Indebtedness (other than the Senior Subordinated DebtUnsecured Credit Facility), any subordinated Junior Lien Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred otherwise permitted under Section 7.03(g7.02(b)(xv), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied.; (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders (including, without limitation, in each case any covenant thereunder more restrictive in any material respect to the Borrower or any Restricted Subsidiary) (i) any term or condition of the Senior Secured Notes, the Senior Secured Note Indenture, the Existing Credit Agreement, documentation governing Pari Passu Payment Lien Obligations or any Junior Financing Documentation or (ii) any Organization Document of any Group Member, in any case without the consent of the Administrative Agent Agent; provided, that notwithstanding the foregoing, it is agreed and acknowledged that (which consent x) any extension of the maturity, including the payment of customary fees at a market rate in connection therewith, of the Existing Credit Agreement or any other Credit Facility and (y) any payment of customary fees at a market rate in connection with any amendment, modification or change in respect of the foregoing, in each case, are hereby deemed to be not materially adverse to the interests of the Lenders; (c) amend, modify or otherwise change (i) Sections 3.2(b)(1) or 3.5 of the Senior Secured Note Indenture or clause (26) of the definition of “Permitted Liens” in the Senior Secured Note Indenture or (ii) Sections 7.02(b)(i) or Section 7.08 of the Existing Credit Agreement or clause (26) of the definition of “Permitted Liens” in the Existing Credit Agreement; (d) make any payment on account of Priority Payment Lien Obligations (including, without limitation, the Existing Credit Agreement, but excluding the Obligations), the Specified Notes or other Pari Passu Payment Lien Obligations from Net Proceeds of Asset Sales to the extent the Borrower is not required to make any payment thereof pursuant to the terms of the applicable Credit Facility, Senior Notes Indenture or other documents governing such Priority Payment Lien Obligations or Pari Passu Payment Lien Obligations; (e) make any voluntary payment in respect of the Existing Credit Facility; provided that such payment shall be permitted to the extent (i) made with cash (other than Net Proceeds from Asset Sales or Recovery Events) and (ii) at the time of such payment (x) no “Default” or “Event of Default” (as such terms are defined in the Existing Credit Agreement) shall then exist or shall exist immediately after giving effect to such prepayment, (y) no Default or Event of Default shall exist or shall exist immediately after giving effect to such prepayment, and (z) the commitments under the Existing Credit Facility are not be unreasonably withheld)reduced; or (f) make any optional or voluntary redemption of any of the Specified Notes prior to the scheduled maturity thereof.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower will not, nor shall they and will not permit any of their Restricted Subsidiaries Subsidiary to, directly or indirectly, : (a) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any unsecured Indebtedness (other than the Senior Subordinated DebtObligations), any subordinated Junior Lien Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred otherwise permitted under Section 7.03(g7.02(b)(xv), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied.; (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders (including, without limitation, in each case any covenant thereunder more restrictive in any material respect to the Borrower or any Restricted Subsidiary) (i) any term or condition of the Senior Secured Notes, the Senior Secured Note Indenture, the Existing Credit Agreement, documentation governing Pari Passu Payment Lien Obligations or any Junior Financing Documentation or (ii) any Organization Document of any Group Member, in any case without the consent of the Administrative Agent Agent; provided, that notwithstanding the foregoing, it is agreed and acknowledged that (which consent x) any extension of the maturity, including the payment of customary fees at a market rate in connection therewith, of the Existing Credit Agreement or any other Credit Facility and (y) any payment of customary fees at a market rate in connection with any amendment, modification or change in respect of the foregoing, in each case, are hereby deemed to be not materially adverse to the interests of the Lenders; (c) amend, modify or otherwise change (i) Sections 3.2(b)(1) or 3.5 of the Senior Secured Note Indenture or clause (26) of the definition of “Permitted Liens” in the Senior Secured Note Indenture or (ii) Section 7.02(b)(i) of the Existing Credit Agreement or clause (26) of the definition of “Permitted Liens” in the Existing Credit Agreement; or (d) make any payment on account of Priority Payment Lien Obligations (including, without limitation, the Existing Credit Agreement and any refinancing or replacement thereof, but excluding the Secured Credit Facility), the Specified Notes or other Pari Passu Payment Lien Obligations from Net Proceeds of Asset Sales to the extent the Borrower is not required to make any payment thereof pursuant to the terms of the applicable Credit Facility, Senior Notes Indenture or other documents governing such Priority Payment Lien Obligations or Pari Passu Payment Lien Obligations; (e) make any voluntary payment in respect of the Existing Credit Facility; provided that such payment shall be permitted to the extent (i) made with cash (other than Net Proceeds from Asset Sales or Recovery Events) and (ii) at the time of such payment (x) no “Default” or “Event of Default” (as such terms are defined in the Existing Credit Agreement) shall then exist or shall exist immediately after giving effect to such prepayment, (y) no Default or Event of Default shall exist or shall exist immediately after giving effect to such prepayment, and (z) the commitments under the Existing Credit Facility are not be unreasonably withheld)reduced; or (f) make any optional or voluntary redemption of any of the Specified Notes prior to the scheduled maturity thereof.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest interest, AHYDO payments and mandatory prepayments under such Subordinated Debt Documents shall not be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentationprohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bRefinancing), (ii) the conversion of any Junior Financing thereof to Equity Interests (other than Disqualified Equity Interests) of the Company Borrowers or any of its their direct or indirect parentsparents (or, after a Qualifying IPO, any Intermediate Holding Company), and (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings thereof prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if maturity; provided that the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedPayment Conditions shall have been satisfied with respect thereto. (b) None Optionally prepay or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness permitted under Section 7.03(b) or Section 7.03(t) or Section 7.03(x), and Permitted Refinancings thereof (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments under such Indebtedness shall not be prohibited by this clause) except for (i) the Covenant Parties shallrefinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), nor shall they permit (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Borrowers or any of their Restricted Subsidiaries todirect or indirect parents (or, directly after a Qualifying IPO, any Intermediate Holding Company); provided that optional prepayments shall be permitted so long as the Payment Conditions shall have been satisfied with respect thereto; provided further that, without the consent of the Administrative Agent (not to be unreasonably withheld or indirectlydelayed), amendnone of such Indebtedness shall not be amended, supplemented, waived or otherwise modified if such Indebtedness as so amended, supplemented, waived or otherwise modified has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being amended, supplemented, waived or otherwise modified. (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation Subordinated Debt Documents without the consent of the Administrative Agent Required Lenders (which consent shall not to be unreasonably withheldwithheld or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated DebtNotes, any subordinated Indebtedness incurred under Section 7.03(g7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), or of any Indebtedness of Holdings, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Company or any Restricted Subsidiary of a Covenant Party to the Company or any Restricted Subsidiary to the extent permitted by the Collateral Documents, Documents and (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed the sum of (i) $250,000,000 plus5,000,000, if (ii) the amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) made within eighteen (18) months prior thereto that are Not Otherwise Applied and (iii) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments) the Total Leverage Ratio calculated on a Pro Forma Basis is less than 5.50:1 or equal to 7.00 to 1.00less, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedExcess Cash Flow that is Not Otherwise Applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Documentation.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal (to the extent permitted hereunder) and interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness for borrowed money of a Loan Party that is required to be expressly by its terms subordinated to the Obligations pursuant to the terms in right of payment (all of the Loan Documentsforegoing items of Indebtedness, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except (i) the refinancing or replacement thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness that constitutes a Permitted Refinancing andRefinancing; provided, if that such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), shall be subordinated to the extent not required Obligations in right of payment on terms at least as favorable to prepay any Loans pursuant to Section 2.05(b)the Lenders as those contained in the documentation governing the Indebtedness being refinanced or replaced, taken as a whole, (ii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by Section 7.06(i), not to exceed, from and after the Third Amendment Effective Date, the greater of (i) $100,000,000 and (ii) 5.00% of Total Assets, (v) prepayments, redemptions, purchases, defeasances and other payments after the Amendment and Restatement Effective Date in respect of the Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plusthe Cumulative Growth Amount immediately prior to the making of such payment and (vi) prepayments, if redemptions, purchases, defeasances and other payments in respect of the Junior Financings prior to their scheduled maturity so long as immediately after giving effect to such prepayments, redemptions, purchases, defeasances and other payments and the application of proceeds therefrom, the Total Net Leverage Ratio calculated on a Pro Forma Basis of the Borrower is less than or equal to 7.00 3.50 to 1.00, the portion, if any, of the Cumulative Credit 1.00 (calculated on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of Pro Forma Basis). by either the Administrative Agent or such Supplemental Administrative Agent, and (which consent ii) the provisions of this Article IX and of Section 10.04 and 10.05 that refer to the Administrative Agent shall not inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be unreasonably withheld)deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) Notes or any other Indebtedness of a Loan Party (except, with respect to Holdings, to the extent such prepayment, redemption, purchase, defeasance or other satisfaction thereof is funded with a Restricted Payment permitted under Section 7.06(k)) that is required to be unsecured or subordinated to the Obligations pursuant to expressly by its terms (other than Indebtedness among the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except (iA) the refinancing thereof with the Net Cash Proceeds of of, or in exchange for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g))Refinancing, to the extent not required to prepay any Loans pursuant to Section 2.05(b2.03(b), (iiB) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iiiC) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans other Junior Financing with the proceeds of any other Junior Financing and otherwise permitted by Section 7.03, (vD) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(k), not to exceed the sum of (1) the greater of $250,000,000 plus75,000,000 and 2.50% of Total Assets, in each case determined at the time of such payment, and (2) if the Total Leverage Ratio calculated (after giving effect to such prepayment, redemption, purchase or defeasance on a Pro Forma Basis Basis) is less not greater than 6.0 to 1.0, and so long as no Default has occurred and is continuing or equal to 7.00 to 1.00would result therefrom, the portion, if any, Available Amount at such time or (ii) make any payment in violation of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice any subordination terms of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedany Junior Financing Documentation. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of (i) any Junior Financing Documentation in respect of any Indebtedness having an aggregate outstanding principal amount of $35,000,000 or more or (ii) the Senior Notes Indenture (in the case of each of clauses (i) and (ii), other than as a result of a Permitted Refinancing thereof) without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Agent.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) following the Fifth A&R Effective Date, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedapplied and (vi) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity, so long as at the time of making any such prepayment, redemption, purchase, defeasance or other payment, the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.25 to 1.00. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that each of the following shall be permitted: (A) AHYDO “catch-up” payments and payments of regularly scheduled principal and interest shall be permitted(including default interest), and (B) indemnity and expense reimbursement payments, in each case pursuant to the Senior Subordinated Debtterms governing any Junior Financing (or any Permitted Refinancing thereof)), any subordinated Indebtedness of a Loan Party that is unsecured (to the extent incurred under Section pursuant to 7.03(g)) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to expressly by its terms (other than Indebtedness among the terms Borrower and its Restricted Subsidiaries) and otherwise permitted under the applicable provisions of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Section 7.03 of this Agreement (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party owed to Holdings, the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documents, (iv) subordination provisions contained in the Intercompany Note or the prepayment of any payments in respect of Senior Subordinated Debt constituting bridge loans other Junior Financing with the proceeds of any other Junior Financing and to the extent permitted by Section 7.03, (viv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings (“Restricted Debt Payments”) prior to their scheduled maturity in an aggregate amount not equal to exceed $250,000,000 plus(x) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that the Borrower elects to apply under this clause (x) or (ii) without duplication with clause (x)(i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied and (y) so long as no Specified Event of Default has occurred and is continuing or would result therefrom, the prepayment of other Indebtedness in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 2.75 to 1.00, 1.00 and (v) Restricted Debt Payments in an aggregate amount not to exceed the portion, if any, greater of $75,000,000 and 5.2% of Total Assets (calculated at the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice time of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withhelddetermination).;

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debtmanner, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of of, any Junior Financing DocumentationIndebtedness incurred pursuant to Sections 7.02(b), (f)-(h), (k) or (p), except (ia) the refinancing thereof with the Net Proceeds regularly scheduled or required repayments or redemptions of any Indebtedness (to the extent set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under in compliance with Section 7.03(g7.02(b), is permitted (b) refinancings, refundings, renewals, redemptions or extensions of Indebtedness incurred pursuant to Section 7.03(g)), to 7.02(k) or scheduled principal payments thereunder in accordance with Section 7.02(k)(iv) (i) with the extent not required to prepay any Loans proceeds of other Indebtedness incurred pursuant to Section 2.05(b), 7.02(k) and (ii) subject to the limitations of Section 7.07, with Equity Interests issued or deemed issued upon the conversion of any Junior Financing convertible debt incurred pursuant to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parentsSection 7.02(k), (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (vc) prepayments, redemptions, purchases, defeasances and other payments satisfactions with the proceeds of any Refinancing Indebtedness permitted under Section 7.02(q), and (d) prepayments, redemptions, purchases, defeasances and other satisfactions of such Indebtedness, provided that (i) at the time of and after giving effect to any such prepayment the RP/Investment and Prepayment Conditions are satisfied, (ii) in respect the case of Junior Financings prior to their scheduled maturity Subordinated Indebtedness, such payment is not in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, violation of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraphapplicable subordinated terms, and (iii) in the case of Incremental Equivalent Debt, such election prepayments are made subject to be specified and in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedaccordance with any applicable Acceptable Intercreditor Agreement. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Prepayments, Etc. of Indebtedness. (a) None of Holdings and the Covenant Parties shallBorrower shall not, nor shall they Holdings or the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest and principal shall be permitted) the Senior Subordinated DebtNotes, any subordinated Indebtedness constituting a Permitted Refinancing of the Senior Notes, the Second Lien Notes, the Third Lien Notes or any Indebtedness incurred under Section 7.03(g7.03 other than (x) or any other Senior Indebtedness that is required to be subordinated permitted under Section 7.03 secured by Liens ranking pari passu to the Obligations pursuant and (y) Indebtedness permitted under Section 7.03 that has a maturity date that is prior to the terms Maturity Date of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Term B-2 Loans (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except except, in the case of any Junior Financing other than the Third Lien Notes, (i) the refinancing thereof thereof, other than the Senior Notes and the Third Lien Notes, with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes constituting a Permitted Refinancing and, Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g), such Permitted Refinancing is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests and the Third Lien Notes) or the refinancing with the cash proceeds a contemporaneous issuance of Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) in the case of any payments senior unsecured Indebtedness, including the Senior Notes, or secured Indebtedness secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations, refinancing thereof with proceeds of or in respect of exchange for (1) senior unsecured Indebtedness otherwise permitted under this Agreement or (2) secured Indebtedness secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations otherwise permitted under this Agreement and subject to the Junior Lien Intercreditor Agreement; provided that any Senior Subordinated Debt constituting bridge loans Notes that remain outstanding immediately after the Amendment No. 5 Effective Date may be repaid, repurchased or otherwise satisfied solely with the cash proceeds from or exchange into a contemporaneous issuance of (x) unsecured, subordinated Indebtedness that has a maturity date that is after the Maturity Date of the Term B-2 Loans or (y) Equity Interests (other than Disqualified Equity Interests) of Holdings or any direct or indirect parent of Holdings (provided that the amount of any other Junior Financing such cash proceeds shall be contributed to the Borrower as common equity), and (v) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus45,000,000 (including, if for the Total Leverage Ratio calculated avoidance of doubt, any such prepayments, redemptions, purchases, defeasances or other payments made prior to or on a Pro Forma Basis is less than or equal to 7.00 to 1.00the Amendment No. 5 Effective Date). Notwithstanding the foregoing, the portionThird Lien Notes may be converted to Equity Interests (other than Disqualified Equity Interests) of Holdings or any direct or indirect parent of Holdings, if any, of the Cumulative Credit on and any such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent conversion shall not be unreasonably withheld)increase the capacity for Restricted Payments.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Company shall not, nor shall they the Company permit any of their the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) the Senior Subordinated Debt), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Company or any Restricted Subsidiary of a Covenant Party to the Company or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Subordinated Debt constituting bridge loans with Junior Financings prior to their scheduled maturity in an amount equal to the proceeds amount of any other Junior Financing Excluded Contributions previously received and the Company elects to apply under this clause (iv), (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), the greater of (a) $250,000,000 plus75,000,000 and (b) 3.00% of Total Assets and (vi) so long as no Event of Default has occurred and is continuing or would result therefrom, if the Company and its Restricted Subsidiaries may make prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied3.00:1.00. (b) None of the Covenant Parties shallThe Company shall not, nor shall they it permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal (to the extent permitted hereunder) and interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness for borrowed money of a Loan Party that is required to be expressly by its terms subordinated to the Obligations pursuant to the terms in right of payment, (all of the Loan Documentsforegoing items of Indebtedness, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)Refinancing), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b2.06(b), (ii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by Section 7.06(i), not to exceed the greater of (i) $160,000,000 and (ii) 6.2% of Total Assets and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of the Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit Growth Amount immediately prior to the making of such election and the amount thereof elected to be so appliedpayment. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition (including any subordination provisions) of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheldwithheld or delayed). (c) Amend, modify or waive any of its rights under (a) any Master Lease or (b) the nature of the obligations under any guaranty of recourse obligations or any environmental indemnity agreement executed and delivered in connection with the CMBS Facilities, in each case to the extent that such amendment, modification or waiver, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Prepayments, Etc. of Indebtedness. (a) None of Holdings and the Covenant Parties shallBorrower shall not, nor shall they Holdings or the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest and principal shall be permitted) the Senior Subordinated DebtNotes, any subordinated Indebtedness constituting a Permitted Refinancing of the Senior Notes, the Second Lien Notes, the Third Lien Notes or any Indebtedness incurred under Section 7.03(g7.03 other than (x) or any other Senior Indebtedness that is required to be subordinated permitted under Section 7.03 secured by Liens ranking pari passu to the Obligations pursuant and (y) Indebtedness permitted under Section 7.03 that has a maturity date that is prior to the terms Maturity Date of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Term B-2 Loans (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except except, in the case of any Junior Financing other than the Third Lien Notes, (i) the refinancing thereof thereof, other than the Senior Notes and the Third Lien Notes, with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes constituting a Permitted Refinancing and, Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g), such Permitted Refinancing is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests and the Third Lien Notes) or the refinancing with the cash proceeds a contemporaneous issuance of Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) in the case of any payments senior unsecured Indebtedness, including the Senior Notes, or secured Indebtedness secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations, refinancing thereof with proceeds of or in respect of exchange for (1) senior unsecured Indebtedness otherwise permitted under this Agreement or (2) secured Indebtedness secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations otherwise permitted under this Agreement and subject to the Junior Lien Intercreditor Agreement; provided that any Senior Subordinated Debt constituting bridge loans Notes that remain outstanding immediately after the Amendment No. 5 Effective Date may be repaid, repurchased or otherwise satisfied solely with the cash proceeds from or exchange into a contemporaneous issuance of (x) unsecured, subordinated Indebtedness that has a maturity date that is after the Maturity Date of the Term B-2 Loans or (y) Equity Interests (other than Disqualified Equity Interests) of Holdings or any direct or indirect parent of Holdings (provided that the amount of any other Junior Financing such cash proceeds shall be contributed to the Borrower as common equity), and (v) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus45,000,000 (including, if for the Total Leverage Ratio calculated avoidance of doubt, any such prepayments, redemptions, purchases, defeasances or other payments made prior to or on a Pro Forma Basis is less than or equal to 7.00 to 1.00the Amendment No. 5 Effective Date). Notwithstanding the foregoing, the portionThird Lien Notes may be converted to Equity Interests (other than Disqualified Equity Interests) of Holdings or any direct or indirect parent of Holdings, if any, of and any such conversion shall not increase the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedcapacity for Restricted Payments. (b) None of Holdings and the Covenant Parties shallBorrower shall not, nor shall they permit any of their the Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Lead Borrower shall not, nor shall they the Lead Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (A) payments of regularly scheduled interest principal and interest, (B) customary “AHYDO catchup” payments and (C) any prepayment, redemption, purchase, defeasance or other retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such prepayment redemption, purchase, defeasance or other retirement thereof shall be permitted) the Senior Subordinated Debt), any principal amount in respect of any subordinated Indebtedness incurred under Section 7.03(g), (q), (s) or (w) or any other Indebtedness that is or is required to be subordinated in right of payment to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) ), in each case, in an amount in excess of the Threshold Amount or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), (q), (s) or (w), is permitted pursuant to Section 7.03(g), (q), (s) or (w)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrowers or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Lead Borrower or any Restricted Subsidiary of a Covenant Party to the Lead Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Subordinated Debt constituting bridge loans Junior Financings prior to their scheduled maturity in (x) an amount equal to the amount of Excluded Contributions previously received and the Lead Borrower elects to apply under this clause (iv) or (y) without duplication with clause (x), in an amount equal to the proceeds Net Proceeds from a Disposition in respect of any other Junior Financing and property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (x) the greater of (I) $250,000,000 plus65,000,000 and (II) 40% of LTM Consolidated EBITDA plus (y) subject to, if solely in the Total Leverage Ratio calculated on a Pro Forma Basis is less than case of the portion of the Cumulative Credit attributable to clause (b) thereof, no Event of Default under Sections 8.01(a) or equal (f) with respect to 7.00 to 1.00any Borrower having occurred and continuing or resulting therefrom, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Lead Borrower elects to apply to this paragraphclause (a), such election to be specified (vi) prepayments, redemptions, purchases, defeasances and other payments in a written notice respect of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately Junior Financings prior to such election their scheduled maturity in an aggregate amount not to exceed the Available RP Capacity Amount and (vii) so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the amount thereof elected Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to be so applied3.25 to 1.00. (b) None of the Covenant Parties shallThe Lead Borrower shall not, nor shall they the Lead Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed). For purposes of determining compliance with this Section 7.10, in the event that a payment meets the criteria of more than one of the categories of payments described above, the Lead Borrower may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such payment or any portion thereof in a manner that complies with this Section 7.10 and will only be required to include the amount and type of such payment in one or more of the above clauses. In the event that a payment or other obligations could be classified as incurred under a “ratio-based” basket (giving pro forma effect to the making of such portion of such payment), the Lead Borrower, in its sole discretion, may classify such portion of such payment (and any obligations in respect thereof) as having been made pursuant to such “ratio-based” basket and thereafter the remainder of the payment as having been made pursuant to one or more of the other clauses of this Section 7.10 and if any such test would be satisfied in any subsequent fiscal quarter following the relevant date of determination, then such reclassification shall be deemed to have automatically occurred at such time.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments (with respect to the Second Lien Facility) shall be permitted) the Senior Subordinated DebtNotes, the Second Lien Facility, any subordinated Indebtedness incurred under Section 7.03(g7.03(h) or 7.03(n) or any other Indebtedness that is or is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Parent or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party Parent or any Restricted Subsidiary of a Covenant Party to Parent or any Restricted Subsidiary to the extent permitted by the Collateral Documents, Documents and (iv) any payments if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments) the Borrower is in respect of Senior Subordinated Debt constituting bridge loans compliance with the proceeds of any other Junior Financing and (v) Senior Secured First Lien Incurrence Test, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(j) and (2) loans and advances to Parent made pursuant to Section 7.02(n), not to exceed the sum of (A) $250,000,000 plus325,000,000, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail (B) the amount of Cumulative Credit immediately prior to such election the Net Cash Proceeds of Permitted Equity Issuances that are Not Otherwise Applied, (C) the Available Amount that is Not Otherwise Applied and the amount thereof elected to be so applied(D) Declined Proceeds. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation or Second Lien Facility Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Arrangers.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g7.03(j) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(j)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b2.04(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or any of its direct or indirect parents, and (iii) the prepayment or redemption of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by Convertible Notes. Notwithstanding the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00foregoing, the portion, if any, Borrower and its Subsidiaries may repay any intercompany Indebtedness as long as no Default or Event of Default has occurred and is continuing at the Cumulative Credit on time of such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedrepayment or would result therefrom. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Agent.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated DebtNotes, any subordinated Indebtedness incurred under Section 7.03(g) or (h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g) or (h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), or of any Indebtedness of Holdings, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, Documents and (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed the sum of (x) $250,000,000 plus10,000,000, if (y) the amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) made within eighteen (18) months prior thereto that are Not Otherwise Applied and (z) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments) the Total Leverage Ratio calculated on a Pro Forma Basis is less than 5.00:1 or equal to 7.00 to 1.00less, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedExcess Cash Flow that is Not Otherwise Applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Arrangers.

Prepayments, Etc. of Indebtedness. (aa)(i) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior Subordinated DebtNotes, the Senior Unsecured Exchange Notes, the Senior Unsecured Interim Loan Credit Agreements, the Senior Notes Indentures and the Senior Unsecured Exchange Notes Indentures, any subordinated Indebtedness incurred under Section 7.03(g) Permitted Subordinated Notes or any Permitted Secured Debt or any other Indebtedness that is required to be subordinated to the Obligations pursuant to expressly by its terms (other than Indebtedness among the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Parent Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except (iA) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b)Refinancing, (iiB) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Parent Borrower or any of its direct or indirect parents, (iiiC) the prepayment of Indebtedness of any Covenant Party the Parent Borrower or any Restricted Subsidiary owed to Holdings, the Parent Borrower or a Restricted Subsidiary or the prepayment of a Covenant Party to the extent permitted any Permitted Subordinated Notes issued by the Collateral DocumentsParent Borrower or any Restricted Subsidiary to Holdings, (iv) the Parent Borrower or any payments in respect Restricted Subsidiary and the prepayment of Senior Subordinated Debt constituting bridge loans any other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03 and (vD) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(l) and the aggregate outstanding amount of Investments made pursuant to Section 7.02(o)(iii), not to exceed the sum of (1) the greater of $250,000,000 plus35,000,000 and 3.0% of Total Assets, in each case determined at the time of such payment, and (2) if the Total Leverage Ratio for the most recently ended Test Period immediately preceding such prepayment, redemption, purchase, defeasance or other payment calculated on a Pro Forma Basis is less than pro forma basis for such prepayment, redemption, purchase, defeasance or equal other payment in accordance with Section 1.07 does not exceed 4.25 to 7.00 to 1.001.0 on a pro forma basis, the portion, if any, Available Amount at such time or (ii) make any payment in violation of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition subordination terms of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Documentation.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debteach, a “Junior Financing Restricted Payment”), any subordinated Indebtedness incurred under Section 7.03(g(x) or any other Indebtedness that is required to be contractually subordinated in right of payment to the Obligations pursuant expressly by its terms and/or (y) Indebtedness secured by a Lien on any of the Collateral contractually ranking junior to the terms of Liens on the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Collateral securing the Secured Obligations (collectively, each a “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except except: (ia) the refinancing thereof with the Net Proceeds of any Indebtedness Junior Financing in accordance with Section 7.01; (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (iib) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents; (c) payments expressly permitted by any applicable subordination or intercreditor agreement (including, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documentsthereunder, payments of any regularly scheduled principal, interest, mandatory prepayments or redemptions, mandatory offers to purchase, fees (ivincluding closing and consent fees), expenses and indemnification obligations); (d) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances defeasements or other satisfactions with respect to such Junior Financing not in violation of any subordination or intercreditor agreement so long as, immediately before and after giving effect to such prepayment, redemption, purchase, defeasement or other payments in satisfactions with respect to such Junior Financing, (i) no Event of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated Default shall have occurred and be continuing and (ii) on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, as of the Cumulative Credit last day of the most recently ended Measurement Period, Holdings and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.11 for the most recently completed Measurement Period on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied.Pro Forma Basis; and (be) None so long as no Event of Default exists or would result therefrom, “AHYDO” catch up payments relating to subordinated or Junior Financing Indebtedness permitted under Section 7.02 may be made; provided that, notwithstanding anything in this Agreement to the Covenant Parties contrary, no Loan Party shall, nor shall they it permit any of their Restricted Subsidiaries Subsidiary to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of make any Junior Financing Documentation without Restricted Payment pursuant to the consent of foregoing clauses (d) and (e) during the Administrative Agent (which consent shall not be unreasonably withheld)Covenant Relief Period.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest interest, AHYDO payments and mandatory prepayments under such Subordinated Debt Documents shall not be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentationprohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bRefinancing), (ii) the conversion of any Junior Financing thereof to Equity Interests (other than Disqualified Equity Interests) of the Company Borrowers or any of its their direct or indirect parentsparents (or, after a Qualifying IPO, any Intermediate Holding Company), and (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings thereof prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if maturity; provided that the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedPayment Conditions shall have been satisfied with respect thereto. (b) None Optionally prepay or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness permitted under Section 7.03(b) or Section 7.03(t) or Section 7.03(x), and Permitted Refinancings thereof (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments under such Indebtedness shall not be prohibited by this clause) except for (i) the Covenant Parties shallrefinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), nor shall they permit (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Borrowers or any of their Restricted Subsidiaries todirect or indirect parents (or, directly after a Qualifying IPO, any Intermediate Holding Company); provided that optional prepayments shall be permitted so long as the Payment Conditions shall have been satisfied with respect thereto; provided further that, without the consent of the Administrative Agent (not to be unreasonably withheld or indirectlydelayed), amendnone of such Indebtedness shall not be amended, supplemented, waived or otherwise modified if such Indebtedness as so amended, supplemented, waived or otherwise modified has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being amended, supplemented, waived or otherwise modified. (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation Subordinated Debt Documents without the consent of the Administrative Agent Required Lenders (which consent shall not to be unreasonably withheldwithheld or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (subject to applicable subordination terms) payments of regularly scheduled principal and interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g7.03(h) or any other Indebtedness that is required to be subordinated in right of payment or as to Collateral to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings (or any of its direct or indirect parentsparent thereof), (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any so long as no Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Subordinated Debt constituting bridge loans Junior Financings prior to their scheduled maturity in an aggregate amount, together with the proceeds aggregate amount of any (1) Restricted Payments made pursuant to Section 7.06(h), (2) loans and advances to Holdings made pursuant to Section 7.02(m) and (3) prepayments, redemptions, defeasances and other Junior Financing payments in respect of the Second Lien Obligations made pursuant to Section 7.13(d)(ii), not to exceed $30,000,000, and (v) so long as no Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit Growth Amount immediately prior to the making of such election and the amount thereof elected to be so appliedpayment. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Agents or Lenders any term or condition of any Specified Junior Financing Documentation without the consent of the Administrative Agent Agent. (which consent c) Amend, modify or change in any manner any term or condition of any Second Lien Debt Document in violation of the terms of the Intercreditor Agreement. (d) Declare, pay, prepay, redeem, defease, make or set aside any amount for payment in respect of Second Lien Obligations that is not permitted pursuant to the terms of the Intercreditor Agreement; provided (i) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may prepay the Second Lien Obligations in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such prepayment and (ii) so long as no Default shall have occurred and be unreasonably withheldcontinuing or would result therefrom, the Borrower may prepay, redeem, defease and make other payments in respect of Second Lien Obligations prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(h), (2) loans and advances to Holdings made pursuant to Section 7.02(m) and (3) payments pursuant to Section 7.13(a)(iv), not to exceed $30,000,000.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Prior Senior Subordinated DebtNotes, any subordinated Indebtedness incurred under Section 7.03(g7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding Documents (including any Existing Indebtedness or Outstanding Indebtedness Incremental Equivalent Debt that is subordinated in right of payment to the Liens securing the Obligations under Term Loans and Revolving Credit Loans required to be secured on a first lien basis) (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b)thereof, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Borrower or Holdings (or any of its direct or indirect parentsparent thereof), (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances made pursuant to Section 7.02(m) then outstanding, not to exceed the sum of (A) $250,000,000 plus, 50,000,000 (such amount to be increased to $65,000,000 if the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of any Test Period is less than or equal 4.5 to 7.00 1.0) plus (B) the Cumulative Growth Amount, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to 1.00their scheduled maturity from the Net Cash Proceeds of Permitted Unsecured Indebtedness permitted to be incurred under Section 7.03(v) so long as the Total Leverage Ratio would not be greater than 4.75 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments, the portion, if any, incurrence of such Indebtedness and any other application of proceeds thereof as of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable, (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to apply to this paragraph, such election their scheduled maturity from the Net Cash Proceeds of Indebtedness secured by the assets of any Loan Party which Indebtedness is permitted to be specified incurred under Section 7.03, so long as (A) the Senior Secured Leverage Ratio (provided that for the purpose of calculating the Senior Secured Leverage Ratio, Consolidated Senior Secured Debt shall be calculated net of unrestricted cash and Cash Equivalents as contemplated by clause (b) of the definition of “Consolidated Total Debt,” without duplication of any amounts already deducted in a written notice arriving at such Consolidated Senior Secured Debt) would not be greater than 2.8 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments, the incurrence of a Responsible Officer such Indebtedness and any other application of ▇▇▇▇▇▇▇ calculating in reasonable detail proceeds thereof as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable, (B) the Total Leverage Ratio would not be greater than 4.75 to 1.0 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments, the incurrence of such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable, and (C) the amount of Cumulative Loans available for Borrowing under the Revolving Credit immediately Facilities plus the aggregate amount of unrestricted cash and unrestricted Cash Equivalents is no less than $125,000,000 after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments, the incurrence of such Indebtedness and any other application of proceeds thereof as of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable and (vii) prepayments, redemptions, purchases, defeasances and other payments in respect of the Prior Senior Subordinated Notes prior to their scheduled maturity, so long as (A) no Default shall have occurred and be continuing or shall result therefrom and (B) the Total Leverage Ratio would not be greater than 5.0 to 1.0 after giving Pro Forma Effect to such election prepayments, redemptions, purchases, defeasances and other payments, the amount incurrence of any Indebtedness in connection therewith and any other application of proceeds thereof elected to be so appliedas of the last day of the most recent Test Period for which financial statements have been delivered under Section 6.01(a) or (b), as applicable”. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Agent.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest interest, fees, expenses and indemnification obligations shall be permitted) the Senior Subordinated Debt), any subordinated Indebtedness incurred under Section 7.03(g), (q), (s) or (t) or any other Indebtedness that is or is required to be subordinated in right of payment or as to Collateral, to the Obligations pursuant to the terms of the Loan Documents, but excluding Documents or any Existing Indebtedness or Outstanding Indebtedness secured by the Collateral on a junior priority basis to the Liens securing the Obligations (it being understood that ABL Debt will not be considered Junior Financing) (collectively, “Junior Financing”; it being understood that, for the purposes of this Agreement, the Stub Notes shall only be considered Junior Financing prior to October 16, 2016) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing Refinancing thereof with the Net Proceeds of of, or in exchange for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing or is in connection with the Transactions and, if such Indebtedness was originally incurred under Section 7.03(g), (q), (s) or (t), is permitted pursuant to Section 7.03(g), (q), (s) or (t)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted not prohibited by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments the prepayment, redemption, purchase, defeasance or other payment in respect of Senior Subordinated Debt constituting bridge loans the Stub Notes; provided that, prior to October 16, 2016, such amounts shall not exceed $15,000,000 plus any Permitted Refinancing or Refinancing of the Stub Notes with the proceeds of proceeds, or in exchange for, any other Junior Financing junior lien, unsecured or subordinated Indebtedness and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (x) the greater of (i) $250,000,000 plus62,000,000 and 2.00% of Total Assets plus (y) the portion, if any, of the Cumulative Equity Credit on such date that the Borrower elects to apply to this clause (y) plus (z) so long as (i) no Default has occurred and is continuing or would result therefrom and (ii) the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis Basis) as of the last day of the immediately preceding Test Period is less not greater than or equal to 7.00 7.50 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedclause (z). (b) None of the Covenant Parties shallThe Borrower shall not, nor shall they the Borrower permit any of their the Restricted Subsidiaries to, directly or indirectly, to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated DebtNotes, any subordinated Indebtedness incurred under Section 7.03(g7.03(h)(i)(B) (and any Permitted Refinancing thereof) or any other Indebtedness (but excluding, in any event, the Existing Tender Offer Notes) that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except except, so long as (in the case of clauses (i)(y), (ii) and (iv) below) no Default shall have occurred and be continuing or would result therefrom, (i) the refinancing thereof with the Net Cash Proceeds of (x) any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g)applicable, is permitted pursuant to Section 7.03(g7.03(h)), to the extent not required to prepay any Loans or Facility ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (2K) pursuant to Section 2.05(b)) or (y) any Holdings Permitted Debt, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Holdings or any of its direct or indirect parentsparents (or, after a Qualifying IPO, the Borrower), (iii) the prepayment of Indebtedness of any Covenant Party the Borrower or any Restricted Subsidiary of a Covenant Party to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, Intercompany Subordination Agreement and (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by Section 7.06(i), not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or an amount equal to 7.00 to 1.00, the portion, if any, sum of (x) $15,000,000 and (y) the Cumulative Credit on Available Amount at such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedtime. (ba) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change (x) the subordination provisions of the Senior Subordinated Notes Documentation and any other Junior Financing Documentation (and the component definitions as used therein) or (y) any term or condition of the Senior Subordinated Notes Documentation and any Junior Financing Documentation in any manner materially adverse to the interests of the Lenders Lenders, in any term or condition of any Junior Financing Documentation such case without the consent of the Administrative Agent Agent. (which consent shall not be unreasonably withheldb) Amend, modify or change its certificate or articles of incorporation (includ-ing, without limitation, by the filing or modification of any certificate or articles of desig-na-tion), certificate of formation, limited liability company agreement or by-laws (or the equivalent organizational documents), as applicable, in each case, in any manner materially adverse to the interests of the Lenders. (c) Designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” (as defined in the Senior Subordinated Notes Indenture) or any similar term (as defined in any Junior Financing Documentation), in each case, except for the Obligations described in clause (x) of the definition thereof.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any of the Senior Notes or any Permitted Ratio Debt (it being understood that payments of regularly scheduled interest and principal shall be permitted) the Senior Subordinated Debt(collectively, together with any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms Permitted Refinancing of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectivelyforegoing, “Junior Financing”) ), or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds a prepayment of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, made using the portion, if any, of the Cumulative Credit on the date of such date election that ▇▇▇▇▇▇▇ the Borrower elects to apply to this paragraphSection 7.14(a)(i), such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. ; provided that (A) immediately before and immediately after giving Pro Forma Effect to any such prepayment, no Default shall have occurred and be continuing; and (B) immediately after giving effect to any such prepayment, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the financial covenants set forth in Section 7.11 and with a maximum Total Leverage Ratio of 4.0:1.0, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) None as though such prepayment had been made as of the Covenant Parties shallfirst day of the fiscal period covered thereby and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail, nor shall they permit (ii) the refinancing of the Senior Notes or any Permitted Refinancing thereof with the Net Cash Proceeds of their any Permitted Ratio Debt or of any Permitted Equity Issuance (other than Cure Amounts) Not Otherwise Applied, in each case, to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) or the prepayment of Junior Financing with the proceeds of Permitted Equity Issuances (other than Cure Amounts) Not Otherwise Applied, (iv) the refinancing of any Junior Financing with any Permitted Refinancing thereof, (v) the refinancing of any Permitted Ratio Debt with the Net Cash Proceeds of any Permitted Ratio Debt or of any Permitted Equity Issuance (other than Cure Amounts) Not Otherwise Applied, (vi) the prepayment of any Junior Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed (x) $65,000,000 plus (y) the amount, if any, that is then available for Restricted Subsidiaries toPayments pursuant to Section 7.06(f)(1) (as such amount may be reduced from time to time in accordance with the terms of such Section 7.06(f)(1)), directly (vii) the redemption of the Discharged Existing Notes pursuant to the definition thereof and (viii) prepayment of the Existing IRB; or indirectly, (b) amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without in any manner that is, taken as a whole, materially adverse to the consent interests of the Administrative Agent (which consent shall not be unreasonably withheld)or the Lenders.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shallThe Borrower will not, nor shall they and will not permit any of their Restricted Subsidiaries Subsidiary to, directly or indirectly, : (a) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any unsecured Indebtedness (other than the Senior Subordinated DebtUnsecured Credit Facility), any subordinated Junior Lien Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred otherwise permitted under Section 7.03(g8.02(b)(xv), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied.; (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders (including, without limitation, in each case any covenant thereunder more restrictive in any material respect to the Borrower or any Restricted Subsidiary) (i) any term or condition of the Senior Secured Notes, the Senior Secured Note Indenture, documentation governing Pari Passu Payment Lien Obligations or any Junior Financing Documentation or (ii) any Organization Document of any Group Member, in any case without the consent of the Administrative Agent Agent; provided, that notwithstanding the foregoing, it is agreed and acknowledged that (which consent shall x) any extension of the maturity, including the payment of customary fees at a market rate in connection therewith, of any Credit Facility and (y) any payment of customary fees at a market rate in connection with any amendment, modification or change in respect of the foregoing, in each case, are hereby deemed to be not be unreasonably withheldmaterially adverse to the interests of the Lenders; (c) amend, modify or otherwise change (i) Sections 3.2(b)(1) or 3.5 of the Senior Secured Note Indenture or clause (26) of the definition of “Permitted Liens” in the Senior Secured Note Indenture; (d) make any payment on account of Priority Payment Lien Obligations (excluding the Obligations), the Specified Notes or other Pari Passu Payment Lien Obligations from Net Proceeds of Asset Sales to the extent the Borrower is not required to make any payment thereof pursuant to the terms of the applicable Credit Facility, Senior Notes Indenture or other documents governing such Priority Payment Lien Obligations or Pari Passu Payment Lien Obligations; or (e) make any optional or voluntary redemption of any of the Specified Notes prior to the scheduled maturity thereof.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior any Permitted Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) Notes or any other Indebtedness that is required to be subordinated to the Obligations pursuant to expressly by its terms (other than Indebtedness among the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness Parent Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g))Refinancing, to the extent not required to prepay any Term Loans pursuant to Section 2.05(b)) or the prepayment thereof with Declined Retained Proceeds, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company Parent Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party the Parent Borrower or any Restricted Subsidiary owed to Holdings, the Parent Borrower or a Restricted Subsidiary or the prepayment of a Covenant Party to the extent permitted any Permitted Subordinated Notes issued by the Collateral DocumentsParent Borrower or any Restricted Subsidiary to Holdings, (iv) the Parent Borrower or any payments in respect Restricted Subsidiary or the prepayment of Senior Subordinated Debt constituting bridge loans any Junior Financing with the proceeds of any other Junior Financing and (viv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the sum of (A) $250,000,000 plus50,000,000, if determined at the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00time of such payment, and (B) the portion, if any, of the Cumulative Credit on Available Amount at such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedtime. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Arrangers.

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior Subordinated any Incremental Equivalent Debt, any subordinated Indebtedness incurred under Section 7.03(g) Refinancing Equivalent Debt, any Ratio Debt or any other Indebtedness for borrowed money of a Credit Party, in each case, that is required to be (x) unsecured or (y) subordinated in right of payment to the Loan Obligations pursuant expressly by its terms or to the Lien securing the Collateral expressly by its terms of (other than Indebtedness among the Loan Documents, but excluding Borrower and its Restricted Subsidiaries) to the extent permitted by any Existing Indebtedness or Outstanding Indebtedness applicable subordination provisions (collectively, “Junior FinancingDebt”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b)thereof, (ii) the conversion of any such Junior Financing Debt to Equity Interests Capital Stock (other than Disqualified Equity InterestsStock) of the Company or any Borrower from the substantially concurrent issuance of new shares of its direct common stock or indirect parentsother common equity interests, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments repayments in respect of to Junior Financings prior to their scheduled maturity Debt in an aggregate amount not to exceed $250,000,000 plusexceed, if together with the Total Leverage Ratio calculated on a Pro Forma Basis aggregate amount of all Restricted Payments made pursuant to Section 8.06(h), at the time any such prepayment, redemption, purchase, defeasance or other repayment is less than or equal to 7.00 to 1.00made, the portion, if any, sum of (x) the greater of (a) $20,250,000 and (b) 2.25% of Total Assets and (y) the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraphEquity Credit, such election to be specified and (iv) prepayments, redemptions, purchases, defeasances and other repayments in a written notice respect of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior Junior Debt so long as, after giving effect to such election prepayments, redemptions, purchases, defeasances and other repayments, the amount thereof elected to be so appliedPayment Conditions are satisfied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders Lenders, as determined in good faith by the Borrower, any term or condition of any Junior Financing Documentation Debt having an aggregate outstanding principal amount in excess of $15,000,000 (other than as a result of any Permitted Refinancing in respect thereof) without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal (to the extent permitted hereunder) and interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness for borrowed money of a Loan Party that is required to be expressly by its terms subordinated to the Obligations pursuant to the terms in right of payment, (all of the Loan Documentsforegoing items of Indebtedness, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)Refinancing), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (ii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parentsCompany, (iii) the prepayment of Indebtedness of any Covenant Party Borrower or any Restricted Subsidiary of a Covenant Party to any Borrower or any Subsidiary to the extent permitted by the Collateral Documentssubordination provisions contained in the Intercompany Note, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the greater of (i) $250,000,000 plus100,000,000 and (ii) 3.0% of Total Assets, if (v) prepayments, redemptions, purchases, defeasances and other payments in respect of the Total Leverage Ratio calculated Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the Cumulative Growth Amount immediately prior to the making of such payment and (vi) additional prepayments, redemptions, purchases, defeasances and other payments in respect of the Junior Financings so long as (A) on a Pro Forma Basis is less than or equal to 7.00 to 1.00Basis, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to Total Net Leverage Ratio is no greater than 3.50:1.00 and (B) no Default shall have occurred and be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so appliedcontinuing or would result therefrom. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition (including any subordination provisions) of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheldwithheld or delayed).. 95159948_7