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

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional shares, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesor any parent entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A)(1) the greater of, at the time made, (x) $35,000,000 215,00,000 and (y) 35.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clauses (a) and (b) of the aggregate definition of Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom and the Interest Coverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no less than 2.00:1.00), (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (xi) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (yii) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to such prepayment, redemption, purchase, defeasance or other their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, is not greater than (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the Total Net Leverage Ratio that is 0.50 aggregate amount of cash contributions made after the Closing Date to 1.00 less than the maximum Total Net Leverage Ratio Borrower in exchange for Qualified Equity Interests of the Borrower, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, constitute a Cure Amount or “Cure Amount” (as defined in the ABL Facility) and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable under the TNLR Financial Covenant at such time)thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders Lenders, taken as a whole, in their capacity as such, any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant and may later divide and reclassify any prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) so long as the prepayment, redemption, purchase or other satisfaction of Junior Debt (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception or exceptions as of the date of such reclassification.

Prepayments, Etc. of Indebtedness. (a) PrepayMake an optional or voluntary prepayment, redeem, purchase, redemption or purchase or defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner the Senior Notes, any Subordinated Debt unsecured Permitted Incremental Equivalent Debt, any unsecured Permitted External Refinancing Debt, any Indebtedness permitted by Section 7.2(h) or any other unsecured Indebtedness or any Indebtedness that is subordinated in right of payment or lien priority to the Obligations expressly by its terms (it being understood that payments of regularly scheduled interestother than Indebtedness among the Parent Borrower and its Restricted Subsidiaries to the extent permitted by any applicable subordination provisions) (collectively, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clausethe “Junior Financing”), except for (i) the refinancing thereof with, or the exchange thereof for, any Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) the conversion thereof or exchange of any such Junior Financing to Equity Interests Capital Stock (other than Disqualified Equity InterestsCapital Stock) of the Parent Borrower and payments from the substantially concurrent issuance of cash in lieu new shares of fractional sharesits common stock or other common equity interests, (iii) any prepayment, redemption, purchase, defeasance or other satisfaction of the Senior Notes or any Indebtedness permitted by Section 7.2(h) with the proceeds of Permitted Incremental Equivalent Debt, Incremental Facility or additional Indebtedness permitted by Section 7.2(h), so long as (x) the Consolidated Secured Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 3.25:1.00, (y) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (z) the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.1 and on a pro forma basis, (iv) regularly scheduled interest and principal payments as and when due in respect of any such Junior Financing, other than payments in respect of any Junior Financing prohibited by any applicable subordination provisions thereof, (v) prepayments, redemptions, purchases, defeasances and other payments thereof prior repayments in respect to their scheduled maturity Junior Financings in an aggregate amount not to exceed $35,000,000 in the aggregate Available 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 (ivy) other solely with respect to clause (v) above, the Consolidated Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 4.50:1.00 and the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.1 and on a pro forma basis, (vi) repayments by Foreign Restricted Subsidiaries of unsecured revolving loans under local working capital facilities of such Foreign Restricted Subsidiary; provided that such payment is not accompanied by a permanent reduction of the related revolving commitment and (vii) additional payments of or in respect of Junior Financing in an amount not to exceed $12,500,000. Notwithstanding the foregoing, for the period on and after the Amendment No. 1 Effective Date and prior to the 2020 Term Facility Termination Date, (A) no optional or voluntary prepayments, redemptions, purchases, defeasances and other payments with respect thereof satisfactions prior to their the applicable scheduled maturity in respect to Junior Financings may be made pursuant to clauses (provided thatiii), at (v) or (vii) of this Section 7.8(a) and (B) the time aggregate amount of repayments by Foreign Restricted Subsidiaries of unsecured revolving loans under local working capital facilities of such Foreign Restricted Subsidiary under clause (vi) above less any amount re-borrowed under such local working capital facilities shall not exceed $35,000,000 (and such repayment shall not be accompanied by a voluntary permanent reduction of such unsecured revolving loans under such local working capital facilities). For purposes of determining compliance with this Section 7.8, (A) a payment need not be incurred solely by reference to one category described in this Section 7.8, but is permitted to be made or existing in part under any combination thereof and of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom available exemption and (yB) in the Total Net Leverage Ratio as event that a payment (or any portion thereof) meets the criteria of one or more of the last day categories of permitted payments (or any portion thereof) described in this Section 7.8, the Parent Borrower, in its sole discretion, may divide or classify any such payment (or any portion thereof) in any manner that complies with this Section 7.8 and will be entitled to only include the amount and type of such payment (or any portion thereof) in one or more (as relevant) of the most recently ended Test Period, after giving Pro Forma Effect above clauses (or any portion thereof) and such payment (or any portion thereof) shall be treated as having been made pursuant to only such prepayment, redemption, purchase, defeasance clause or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such timeclauses (or any portion thereof). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without documentation governing any Junior Financing in a manner that would permit a payment not otherwise permitted by Section 7.8(a), would contravene any subordination or intercreditor provisions then in effect or would otherwise be materially adverse to the consent interest of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)Lenders.

Prepayments, Etc. of Indebtedness. (a) (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interestprincipal, AHYDO payments interest and mandatory prepayments under shall be permitted) any such Permitted Subordinated Debt Documents shall not be prohibited Notes or any other Indebtedness that is subordinated to the Obligations expressly by this clauseits terms (other than Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except for (iA) the refinancing thereof withwith the Net Cash Proceeds of any Permitted Refinancing, or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Term Loans pursuant to Section 2.05(b), (iiB) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents, (iiiC) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of any Permitted Subordinated Notes issued by the Borrower or any Restricted Subsidiary to Holdings, the Borrower or any Restricted Subsidiary or the prepayment of any Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03 and (D) prepayments, redemptions, purchases, defeasances and other payments thereof 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 $35,000,000 250,000,000 and 2.125% of Total Assets, in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, each case determined at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y2) the Total Net Leverage Ratio so long as of the last day of the most recently ended Test Period, immediately after giving Pro Forma Effect effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that for the Test Period immediately preceding such prepayment, redemption, purchase, defeasance or other payment calculated on a pro forma basis for such prepayment, redemption, purchase, defeasance or other payment in accordance with Section 1.10 is 0.50 to 1.00 less than 6.5 to 1.0, the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant Available Amount at such time)time or (ii) make any payment in violation of any subordination terms of any Junior Financing Documentation. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents Junior Financing Documentation without the consent of the Required Lenders Administrative Agent (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower and payments of cash in lieu of fractional sharesor any parent entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A)(1) the greater of, at the time made, (x) $35,000,000 in the aggregate 215,00,000 and (y) 35.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) plus the Available Amount (iv) [reserved], (v) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time as part of any such prepayment, redemption, purchase, defeasance or other an applicable high yield discount obligation catch-up payment, (xvi) no Specified Event other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of Default has occurred cash contributions made after the Closing Date to the Parent Borrower in exchange for Qualified Equity Interests of the Parent Borrower, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and is continuing except to the extent such cash contributions increase the Available Amount, constitute a Cure Amount or would result therefrom “Cure Amount” (as defined in the Term/Revolver Facility), (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Parent Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto and (yviii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity so long as the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Payment Conditions are satisfied on a Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)Basis. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders Lenders, taken as a whole, in their capacity as such, any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Parent Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant and may later divide and reclassify any prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) so long as the prepayment, redemption, purchase or other satisfaction of Junior Debt (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception or exceptions as of the date of such reclassification.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesBorrower, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $35,000,000 in the aggregate 34,000,000 and (ivy) other prepayments20.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, redemptionsplus (B) the Available Amount, purchasesplus (C) without duplication, defeasances and other payments with respect thereof prior to their scheduled maturity the Excluded Contribution Amount (provided that, that (x) at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on clause (b) of the definition of “Available Amount”), no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the definition of “Excluded Contribution Amount,” no Specified Event of Default shall have occurred and be continuing or would result therefrom) and (iv) additional prepayments, redemptions, purchases, defeasances and other payments thereof; provided that, at the time of such prepayment, redemption, purchase, defeasance and other payment, (xi) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (yii) the Total Net Leverage Ratio of the Borrower as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)2.50:1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments under any such Subordinated Debt Documents in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesor any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $35,000,000 in 165,000,000 and (y) 30% of Consolidated EBITDA as of the aggregate last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (xi) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (yii) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to such prepayment, redemption, purchase, defeasance or other their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, is not greater than (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the Total Net Leverage Ratio that is 0.50 aggregate amount of cash contributions made after the Initial Closing Date to 1.00 less than the maximum Total Net Leverage Ratio Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable under the TNLR Financial Covenant at such time)thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders Lenders, taken as a whole, in their capacity as such, any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, when aggregated with the amount of Restricted Payments made pursuant to Section 7.06(j), not to exceed (A) the greater of (x) $35,000,000 in 500,000,000 and (y) 20.0% of Consolidated EBITDA of the aggregate Parent Borrower for the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, no Event of Default shall have occurred and be continuing or would result therefrom) and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Parent Borrower as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time4.75:1.00). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments under any such Subordinated Debt Documents in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesor any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $35,000,000 in 185,000,000 and (y) 20% of Consolidated EBITDA as of the aggregate last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (xi) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (yii) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 3.00:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to such prepayment, redemption, purchase, defeasance or other their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, is not greater than (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the Total Net Leverage Ratio that is 0.50 aggregate amount of cash contributions made after the Closing Date to 1.00 less than the maximum Total Net Leverage Ratio Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable under the TNLR Financial Covenant at such time)thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders Lenders, taken as a whole, in their capacity as such, any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. The Lead Borrower will not, nor will it permit any Restricted 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) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof payments in any manner any Subordinated Debt Capital Stock (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clauseas long as no Change in Control would result therefrom), except for (i) the refinancing thereof with, or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof of Indebtedness to Equity Interests Capital Stock (other than Disqualified Equity InterestsCapital Stock) or Indebtedness of the Borrower Holdings (as long as no Change in Control would result therefrom) and payments of cash interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness; (b) payments of principal and interest as and when due in lieu respect of fractional shares, any Subordinated Indebtedness (iiisubject to applicable subordination provisions relating thereto); (c) scheduled or mandatory payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness); (d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Term Loan Facility and other payments thereof prior to their scheduled maturity Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment; (e) voluntary prepayments of, and exchanges for, in whole or in part, the Senior Notes or the Term Loan Facility from any Permitted Refinancing thereof; (f) if the Payment Conditions are satisfied, voluntary prepayments, purchases, redemptions, and defeasances, in whole or in part of the Senior Notes, the Term Loan Facility or any other Permitted Indebtedness; (g) as long as the Pro Forma Availability Condition is satisfied and no Event of Default then exists or would arise therefrom, in an aggregate amount, when added to the aggregate amount of any Restricted Payments made pursuant to SECTION 6.06(k), not to exceed $35,000,000 in 40,000,000 over the aggregate and (iv) other term of this Agreement, voluntary prepayments, redemptions, purchases, defeasances exchanges or redemptions, in whole or in part, of Indebtedness; (h) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents; (i) other Permitted Refinancings of Indebtedness; (j) mandatory redemptions of the Senior Notes (and other payments with exchange notes issued in respect thereof prior thereof) due to their scheduled maturity the existence of an AHYDO Amount (provided that, at as defined in the time indenture for the Senior Notes); and (k) the conversion (or exchange) of any such prepayment, redemption, purchase, defeasance Indebtedness to (or other payment, (xwith) no Specified Event Capital Stock or Indebtedness of Default has occurred and is continuing Holdings or would result therefrom and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance any direct or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)indirect parent thereof. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments and mandatory prepayments under any such Subordinated Junior Debt Documents and mandatory prepayments, repurchases and redemptions under any such Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesor any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $35,000,000 in 195,000,000 and (y) 30% of Consolidated EBITDA as of the aggregate last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (xi) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (yii) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to such prepayment, redemption, purchase, defeasance or other their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, is not greater than (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the Total Net Leverage Ratio that is 0.50 aggregate amount of cash contributions made after the Initial Closing Date to 1.00 less than the maximum Total Net Leverage Ratio Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable under the TNLR Financial Covenant at such time)thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders Lenders, taken as a whole, in their capacity as such, any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to: (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt Junior Indebtedness (it being understood that payments of regularly scheduled interest, interest required to be paid in cash and AHYDO payments and mandatory prepayments Payments (which shall only be permitted to the extent permitted under any such Subordinated Debt Documents applicable intercreditor or subordination agreement), shall not be prohibited by this clauseclause (a)), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests Stock or Stock Equivalents (other than Disqualified Equity InterestsStock) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and (iv) other prepaymentsunlimited amount, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided thatso long as, at the time of any such prepayment, redemption, purchase, defeasance or other paymentpayment and after giving Pro Forma Effect thereto and to any related Specified Transaction, (x) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom therefrom, and (y) the Total Net Leverage Ratio as of the last day end of the most recently ended Test PeriodPeriod shall not exceed 2.75:1.00 and (iv) so long as no Event of Default has is continuing or would result therefrom, after giving Pro Forma Effect prepayments of Indebtedness not otherwise permitted pursuant to such prepayment, redemption, purchase, defeasance or other payment, is this Section 5.8 in an aggregate amount not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time).exceed $20,000,000; (b) Make any payment with respect to any Indebtedness permitted to be incurred pursuant to Section 5.3(k) at any time that an Event of Default exists and is continuing other than payments pursuant to an Excluded Contribution; and (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders or in violation of the applicable intercreditor or subordination agreement any term or condition of any Subordinated Debt Junior Indebtedness Documents or any Indebtedness permitted pursuant to Section 5.3(h), 5.3(t) or 5.3(w), in each case, without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt Junior Financing (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments interest under any the Junior Financing Documents relating to such Subordinated Debt Documents Junior Financing shall not be prohibited by this clausepermitted), except for (i) the refinancing Refinancing thereof with, or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a with Permitted Refinancing)Refinancing Indebtedness, (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesHoldings or any Parent Entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and Available Equity Amount, (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, so long as the Payment Conditions have been satisfied at the time of any such prepayment, redemption, purchase, defeasances or other payment and (v) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, measured at the time of payment, not to exceed the greater of (x) $7,500,000 and (y) 3.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and payment is continuing or would result therefrom and (y) made based upon the Total Net Leverage Ratio as of the last day of the Section 6.01 Financials most recently ended Test Period, after giving Pro Forma Effect delivered on or prior to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time).date; (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt the Junior Financing Documents without the consent of the Required Lenders Lenders. Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 7.08 shall prohibit (i) the repayment or prepayment of intercompany Indebtedness owed among Holdings and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower Agent has received a notice from the Collateral Agent instructing it not to be unreasonably withheld, conditioned make or delayed)permit Holdings and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 7.03 after giving effect to such transfer.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy or obligate itself to do so prior to one year before the scheduled maturity thereof in any manner (including by the exercise of any Subordinated Debt right of setoff), or make any payment in violation of any subordination, standstill or collateral sharing terms of or governing, any Indebtedness, that is subordinated in right of payment to the Obligations or any other Indebtedness except (it being understood that payments a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b) regularly scheduled interestor mandatory repayments of Indebtedness (other than subordinated Indebtedness, AHYDO payments and mandatory prepayments under in violation of any subordination, standstill or collateral sharing terms of or governing any such Subordinated Debt Documents shall not be prohibited by Indebtedness) permitted under this clause), except for (i) the refinancing thereof with, or the exchange thereof for, any Agreement and refinancings and refundings of applicable Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancingin compliance with Section 7.02(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 thereof of any such Indebtedness to Equity Interests (other than Disqualified Equity InterestsStock), (e) of the Borrower and payments of cash in lieu of fractional sharessubordinated Indebtedness (including, subordinated Intercompany Debt), subject to the applicable subordination terms related thereto, (iiif) prepaymentspayment of earnouts, redemptionsmilestone payments, purchases, defeasances and other royalty payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate 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 (ivh) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such a prepayment, redemption, purchase, defeasance defeasement or other paymentsatisfaction not otherwise permitted by this Section 7.14, provided that (x) no Specified Event of Default has occurred and is continuing shall exist or would result therefrom and (y) immediately after giving effect thereto, the Total Net Borrower shall be in Pro Forma Compliance, provided that the Consolidated Leverage Ratio as of the last day of the most recently ended Test Periodshall not exceed, after giving on a Pro Forma Effect Basis, 2.50 to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed).1.00. DB1/ 88815292.10

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the date that is one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt with an outstanding principal amount in excess of $50,000,000 (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments and “AHYDO” payments under any such Subordinated Junior Debt Documents shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted RefinancingRefinancing Indebtedness), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesGBT, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof in an aggregate amount not to exceed the Total Available Amount; provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment made utilizing the Total Available Amount, no Event of Default shall have occurred and be continuing or would result therefrom, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof so long as at such time (x) after giving pro forma effect thereto and the use of the proceeds thereof, the Total Net Leverage Ratio is not greater than 3.25:1.00 as of the last day of the most recently ended Test Period and (y) no Specified Event of Default shall have occurred and be continuing or would result therefrom, (v) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and (iv) other prepaymentsamount, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, measured at the time of payment, not to exceed (I) the greater of (x) $125,000,000 and (y) 30% of Consolidated EBITDA of GBT and its Restricted Subsidiaries for the Test Period most recently ended on or prior to the date such prepayment, redemption, purchase, defeasance or other payment is made (measured as of such date) based upon the Section 6.01 Financials most recently delivered on or prior to such date minus (II) any General RDP Basket Reallocated Amount and (vi) repayments of loans and advances made by a Non-Loan Party to a Loan Party pursuant to Section 7.02(d); provided that, the repayment of such loan or advance shall only be permitted to be made with the proceeds of a dividend made by such Non-Loan Party to such Loan Party and the repayment of such loan or advance shall be made substantially concurrently with the payment of such dividend; provided, that for purposes of determining compliance with this Section 7.08(a), in the event that any such prepayment, redemption, purchase, defeasance or other paymentpayment meets the criteria of more than one of the categories described above, the Initial Borrower may, in its sole discretion, classify or divide such item (xor any portion thereof) no Specified Event of Default has occurred in any manner that complies with this covenant and is continuing may later divide and reclassify any such item (or any portion thereof) so long as such item (as so divided and/or reclassified) would result therefrom and (y) be permitted to be made in reliance on the Total Net Leverage Ratio applicable exception or exceptions as of the last day date of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)reclassification. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated (i) the Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed)) or (ii) any agreement, indenture or instrument pursuant to which any Specified Subordinated Debt is issued, except any amendments, modifications or changes as may be required by applicable Law; and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 7.08 shall prohibit (i) the repayment or prepayment of intercompany subordinated Indebtedness owed among GBT, the Borrowers and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Initial Borrower has received a notice from the Collateral Agent instructing it not to make or permit GBT, the Borrowers and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 7.03 after giving effect to such transfer.

Prepayments, Etc. of Indebtedness. (a) (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interestprincipal, AHYDO payments interest and mandatory prepayments under shall be permitted) any such Permitted Subordinated Debt Documents shall not be prohibited Notes or any other Indebtedness that is subordinated to the Obligations expressly by this clauseits terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except for (iA) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds (as defined in the CF Credit Agreement) of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (iiB) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents, (iiiC) the prepayment of Indebtedness of the Parent Borrower or any Restricted Subsidiary owed to Holdings, the Parent Borrower or a Restricted Subsidiary or the prepayment of any Permitted Subordinated Notes issued by the Parent Borrower or any Restricted Subsidiary to Holdings, the Parent Borrower or any Restricted Subsidiary or the prepayment of any Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (D) so long as the Payment Conditions have been satisfied, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity and (E) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount that do not to exceed $35,000,000 in the aggregate and at any time outstanding $5.0 million; or (ivii) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time make any payment in violation of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event subordination terms of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)any Junior Financing Documentation. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents Junior Financing Documentation without the consent of the Required Lenders Administrative Agent (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) PrepayNo Loan Party will prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner manner, or make any Subordinated payment in violation of any subordination terms of, any unsecured Funded Debt, junior Lien Funded Debt or any Funded Debt which is contractually subordinated to the Obligations, except (it being understood that a) regularly scheduled payments of regularly scheduled interestprincipal and interest in respect of such Funded Debt in accordance with the terms of, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, any Indebtedness (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 RefinancingFunded Debt was issued or incurred or any subordination agreement in respect of such Funded 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), (iib) 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 6.19(f), (c) prepayments and repayments of such Funded Debt made with the conversion thereof to Equity Interests proceeds of Permitted Refinancing Indebtedness in respect thereof, (other than Disqualified Equity Interestsd) of the Borrower and payments of cash in lieu of fractional shares, amounts due and payable under Swap Contracts or under the Cash Sweep and Credit Support Agreement and (iiie) other prepayments, redemptionsrepayments, purchases, defeasances and other payments thereof prior to their scheduled maturity redemptions or similar transactions in an aggregate amount not to exceed $35,000,000 in the aggregate greater of (i) US$25,000,000 and (ivii) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity 1.00% of Total Assets (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio which shall be measured as of the last day of the most recently ended Test Period, after giving Pro Forma Effect date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such timethis clause (e)). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) PrepayThe Company will not, and will not permit any of its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under interest shall be permitted) any such Subordinated Debt Documents shall not be prohibited by this clause)Specified Indebtedness or make any payment in violation of any subordination terms of any Specified Indebtedness, except for (i) refinancing of Specified Indebtedness with the refinancing thereof with, or the exchange thereof for, Net Cash Proceeds of any Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) payments upon the conversion thereof of any Specified Indebtedness to cash or Qualified Equity Interests (other than Disqualified Equity Interests) of the Borrower Company in accordance with its terms and payments the repurchase of cash in lieu of fractional sharesany Specified Indebtedness required by the terms thereof, (iii) the prepayment of Indebtedness of the Company or any Subsidiary to the Company or any Subsidiary to the extent permitted by the Collateral Documents, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of Specified Indebtedness in an aggregate amount not to exceed the sum of (A) $35,000,000 in 20,000,000 minus the aggregate amount of 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 (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior is continuing or would arise after giving effect to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom payment and (yB) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect pro forma effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than Company would be in compliance with Section 6.09 and (v) the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)prepayments of subordinated and unsecured Indebtedness of non-Loan Parties. (b) AmendThe Company will not, and will not permit any of its Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)Specified Indebtedness.

Prepayments, Etc. of Indebtedness. (a) (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interestprincipal, AHYDO payments interest and mandatory prepayments under shall be permitted) the Senior Subordinated Notes or any such other Subordinated Debt Documents shall not be prohibited by this clauseIndebtedness (collectively, “Junior Financing”), except for (iA) the refinancing thereof withwith the Net Cash Proceeds of, or the in exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing Indebtedness, (iiB) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of Refinancing Indebtedness and payments the Management Fee Agreement with the proceeds of cash in lieu of fractional sharesany other Junior Financing otherwise permitted by Section 7.03, (iiiD) prepayments, redemptions, purchases, defeasances and other payments thereof 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, not to exceed the sum of (1) the greater of $35,000,000 40,000,000 and 3.25% of Total Assets, in each case determined at the aggregate time of such payment, and (iv2) other the amount of Excluded Contributions previously received by Holdings, (E) prepayments, redemptions, purchases, defeasances and other payments with in respect thereof of Junior Financings prior to their scheduled maturity (provided that, at so long as on a pro forma basis on the time of date any such prepaymentpayment is made, redemption, purchase, defeasance or other payment, (x) the Consolidated Net Leverage Ratio is less than 3.0 to 1.0 and no Specified Event of Default has occurred and is continuing or would result therefrom and therefrom, (yF) if the Total Consolidated Net Leverage Ratio as of the last day of the most recently ended Test Period, (after giving Pro Forma Effect effect to such prepayment, redemption, purchase, purchase or defeasance or other payment, on a pro forma basis) is not greater than 4.5 to 1.0, and so long as no Default has occurred and is continuing or would result therefrom, the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant Available Amount at such time)time and (G) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings from the net cash proceeds of Equity Interests (other than Disqualified Equity Interests) of Holdings or (ii) make any payment in violation of any subordination terms of any Junior Financing Documentation. (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 or the Senior Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)Notes Indenture.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Specified Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Specified Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments of any PPP Debt prior to its scheduled maturity in an aggregate amount not exceed $5,200,000 (provided that, at the time of any such payment, no Event of Default shall have occurred and be continuing or would result therefrom) and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Consolidated Total Net Leverage Ratio of the Borrower as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time2.00:1.00). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Specified Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interestprincipal, AHYDO payments interest and mandatory prepayments under shall be permitted) the Senior Notes, any such Subordinated Permitted Additional Debt Documents shall not be prohibited by this clauseincurred pursuant to the proviso of the first sentence in Section 7.03 or pursuant to Section 7.03(x) (other than Permitted Additional Debt that is secured on a pari passu basis pursuant to the First Lien Intercreditor Agreement or any Indebtedness constituting a Permitted Refinancing thereof), any Permitted Refinancing of any of the foregoing or any Indebtedness (other than Indebtedness that is owed to the Borrower or any of its Restricted Subsidiaries) that is expressly subordinated in right to the Obligations (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, with the Net Cash Proceeds of any Permitted Refinancing or the exchange prepayment thereof for, any Indebtedness with Declined Retained Proceeds (to as defined in the extent such Indebtedness constitutes a Permitted RefinancingTerm Loan Credit Agreement), (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents, (iii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financing prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate Available Amount at such time and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, purchase or defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) if the Total Senior Secured Net Leverage Ratio as of the last day of the most recently ended Test Period, (after giving Pro Forma Effect effect to such prepayment, redemption, purchase, purchase or defeasance or other payment, on a Pro Forma Basis) is not greater than the Total Net Leverage Ratio that is 0.50 1.75 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)Junior Financing Documentation.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt Specified Indebtedness (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Specified Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharestheir direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate 5,000,000 minus amounts reallocated from this clause (iii) to Section 7.06(j) and (iv) other prepaymentsSection 7.02(t); provided, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, defeasance and other payment no Event of Default shall have occurred and be continuing or would result therefrom and (iv) prepayments, redemptions, purchases, defeasances and other paymentpayments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the Available Amount; provided, that, at the time of any such prepayment, redemption, purchase, defeasance and other payment (x) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (y) if any such payment is made in reliance on the Total Net Available Amount Builder Basket, the LQA Recurring Revenue Leverage Ratio of the Borrower as of the last day end of the most recently ended Test Period, after giving Period on a Pro Forma Effect to Basis, would be no greater than 0.75:1.00, plus (B) the Excluded Contribution Amount (provided, that, at the time of any such prepayment, redemption, purchase, defeasance or and other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such timeno Specified Event of Default shall have occurred and be continuing or would result therefrom). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Specified Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) PrepayExcept in connection with the Transactions, prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interestprincipal, AHYDO payments interest and mandatory prepayments under shall be permitted) the Senior Notes, any such Subordinated Permitted Additional Debt Documents shall not be prohibited by this clauseincurred pursuant to the proviso of the first sentence in Section 7.03 or pursuant to Section 7.03(x) (other than Permitted Additional Debt that is secured on a pari passu basis pursuant to the First Lien Intercreditor Agreement or any Indebtedness constituting a Permitted Refinancing thereof), any Permitted Refinancing of any of the foregoing or any Indebtedness (other than Indebtedness that is owed to the Borrower or any of its Restricted Subsidiaries) that is expressly subordinated in right to the Obligations (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, with the Net Cash Proceeds of any Permitted Refinancing or the exchange prepayment thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)with Declined Retained Proceeds, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents, (iii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financing prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate Available Amount at such time and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, purchase or defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) if the Total Net Senior Secured Leverage Ratio as of the last day of the most recently ended Test Period, (after giving Pro Forma Effect effect to such prepayment, redemption, purchase, purchase or defeasance or other payment, on a Pro Forma Basis) is not greater than the Total Net Leverage Ratio that is 0.50 1.75 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without Junior Financing Documentation or the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)Senior Notes Indenture.

Prepayments, Etc. of Indebtedness. (a) PrepayExcept in connection with the Transactions, prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interestprincipal, AHYDO payments interest and mandatory prepayments under shall be permitted) the Senior Notes, any such Subordinated Permitted Additional Debt Documents shall not be prohibited by this clauseincurred pursuant to the proviso of the first sentence in Section 7.03 or pursuant to Section 7.03(x) (other than Permitted Additional Debt that is secured on a pari passu basis pursuant to the First Lien Intercreditor Agreement or any Indebtedness constituting a Permitted Refinancing thereof), any Permitted Refinancing of any of the foregoing or any Indebtedness (other than Indebtedness that is owed to the Borrower or any of its Restricted Subsidiaries) that is expressly subordinated in right to the Obligations (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, with the Net Cash Proceeds of any Permitted Refinancing or the exchange prepayment thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)with Declined Retained Proceeds, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents, (iii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financing prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate Available Amount at such time and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, purchase or defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) if the Total Net Senior Secured Leverage Ratio as of the last day of the most recently ended Test Period, (after giving Pro Forma Effect effect to such prepayment, redemption, purchase, purchase or defeasance or other payment, on a Pro Forma Basis) is not greater than the Total Net Leverage Ratio that is 0.50 1.75 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)1.00. (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 or the Senior Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)Notes Indenture.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner manner, or make any payment in violation of any subordination terms of, any Subordinated Debt Indebtedness other than (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for A) up to (i) an aggregate principal amount of $35,000,000 minus the refinancing thereof withamount of debt prepaid, redeemed, purchased, defeased or the exchange thereof forotherwise satisfied pursuant to clause (b)(i)(x) below, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)plus, (ii) if, after giving effect thereto on a Pro Forma Basis, the conversion thereof Consolidated Leverage Ratio shall not be greater than 5.00:1.00, Subordinated Indebtedness in an aggregate principal amount up to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional shares, Permitted Amount; plus (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity Subordinated Indebtedness in an aggregate principal amount not up to exceed $35,000,000 in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (Permitted Equity Amount; provided that, at the time of that any such prepayment, redemption, purchase, defeasance or other payment, payment shall be allowed hereunder conditioned upon (x) no Specified pro forma compliance with Section 7.11 and (y) the absence of any Event of Default that has occurred and is continuing and (B) in exchange for or would result therefrom with the proceeds of Permitted Refinancing Indebtedness with respect to any such Indebtedness; it being understood that notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries will have the right at any time and from time to time to prepay, redeem, purchase, defease or otherwise satisfy any Indebtedness of the Borrower or any Restricted Subsidiary payable to the Borrower or any Restricted Subsidiary. (b) Refinance, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity therefore the Senior Notes other than (i)(w) up to $35,000,000 in aggregate principal amount of the Senior Notes, plus, (x) $15,000,000 in aggregate principal amount of the Senior Notes minus the amount of debt prepaid, redeemed, purchased, defeased or otherwise satisfied pursuant to clause (a)(A)(i) above in excess of $20,000,000, plus (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Periodif, after giving effect thereto on a Pro Forma Effect Basis, the Consolidated Leverage Ratio shall not be greater than 5.00:1.00, additional Senior Notes in an aggregate principal amount up to the Permitted Amount, plus (z) Senior Notes in an aggregate principal amount up to the Permitted Equity Amount; provided that any such refinancing, prepayment, redemption, purchase, defeasance or other payment, satisfaction with respect to the Senior Notes shall be allowed hereunder conditioned upon (x) pro forma compliance with Section 7.11 and (y) the absence of any Event of Default that has occurred and is not greater than continuing and (ii) in exchange for or with the Total Net Leverage Ratio that is 0.50 proceeds of Permitted Refinancing Indebtedness with respect to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at any such time)Indebtedness. (bc) AmendNotwithstanding the foregoing, modify or change in any manner materially adverse the Borrower may redeem the Applebee’s and IHOP Fixed Rate Notes outstanding on the Closing Date and not tendered to the interests of Borrower in connection with the Lenders any term Tender Offers in accordance with Section 6.19. (d) Notwithstanding the foregoing, the Borrower may prepay or condition of any Subordinated Debt Documents without redeem, as applicable, the consent of Applebee’s and IHOP Variable Funding Notes in accordance with Section 6.20. (e) Notwithstanding the Required Lenders (not to be unreasonably withheldforegoing, conditioned or delayed)the Borrower may purchase the Applebee’s Class M-1 Notes in accordance with Section 6.21.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), ) except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $35,000,000 31,250,000 and (y) 25% of Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that at the time of any such prepayment, redemption, purchase, defeasance or other payment (x) in reliance on clause (b) of the aggregate definition of “Available Amount” no Event of Default shall have occurred and be continuing or would result therefrom and (y) the Total Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 5.25:1.00), plus (C) the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time3.75:1.00). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, AHYDO payments interest and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with, or with the exchange thereof for, net cash proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted RefinancingRefinancing Indebtedness), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesor any Parent Entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount amount, measured at the time of payment, not to exceed $35,000,000 in the aggregate and Available Equity Amount, (iv) other so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided thatin an aggregate amount, measured at the time of any such prepayment, redemption, purchase, defeasance or other payment, not to exceed the sum of the Available Amount and the Available Equity Amount and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Debt prior to their scheduled maturity so long as (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Borrower is in compliance, on a pro forma basis, with a Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time).2.50:1.00; (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated the Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed); and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 7.08 shall prohibit (i) the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 7.03 after giving effect to such transfer.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the a Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $35,000,000 in the aggregate 25,000,000 and (ivy) other prepayments20% of Consolidated EBITDA of the Parents, redemptionsthe Borrowers and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity plus (B) the Available Equity Amount (provided that, that at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Parents, the Administrative Borrower and the Restricted Subsidiaries as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 5.25:1.00) plus (C) the Excluded Contribution Amount and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity so long as the Payment Conditions calculated on a Pro Forma Basis have been satisfied at the time of such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the date that is one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments under any such Subordinated Debt Documents in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments Holdings or any of cash in lieu of fractional sharesits direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of, at the time made, (x) $35,000,000 165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clause (b) of the aggregate definition of “Available Amount,” no Specified Event of Default shall have occurred and be continuing or would result therefrom, (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (xi) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (yii) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 2.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to such prepayment, redemption, purchase, defeasance or other their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, is not greater than (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the Total Net Leverage Ratio that is 0.50 aggregate amount of cash contributions made after the Closing Date to 1.00 less than Holdings (and then contributed from Holdings to the maximum Total Net Leverage Ratio US Borrower) in exchange for Qualified Equity Interests of Holdings (and when contributed to the US Borrower, in exchange for Qualified Equity Interests of the US Borrower), such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount or constitutes a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among Holdings and its Subsidiaries permitted under ‎Section 7.03, subject to the subordination provisions applicable under the TNLR Financial Covenant at such time)thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders Lenders, taken as a whole, in their capacity as such, any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. Notwithstanding anything herein to the contrary, the foregoing provisions of this Section 7.08 will not prohibit the prepayment of any Junior Debt, within 60 days after the date of delivery of notice with respect thereto if at the date of delivery of such notice, such prepayment would have complied with the provisions of this Agreement. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower Representative shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant and may later divide and reclassify any prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) so long as the prepayment, redemption, purchase or other satisfaction of Junior Debt (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception or exceptions as of the date of such reclassification.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, when aggregated with the amount of Restricted Payments made pursuant to Section 7.06(j), not to exceed (A) $35,000,000 in 500,000,000 plus (B) the aggregate Available Amount (provided that, at the time of any such payment, no Event of Default shall have occurred and be continuing or would result therefrom) and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Parent Borrower as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time4.75:1.00). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year the date that occurs 30 days before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clauseIndebtedness incurred or outstanding pursuant to Section 7.03(b), (q), (s) or (t) that matures on or after the Maturity Date (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for so long as no Default shall have occurred and is continuing or would result therefrom (i) the refinancing thereof withprepayment, redemption, purchase or defeasance of any such Junior Financing with the exchange thereof for, net cash proceeds of any Indebtedness Specified Issuance Proceeds Not Otherwise Applied and that do not increase the Available Amount (provided that the Borrower must provide the Administrative Agent with prompt notice of the application of such proceeds following such transaction) to the extent that such Indebtedness constitutes proceeds were received within 180 days prior to the date of such prepayment, redemption, purchase or defeasance and held in a Permitted Refinancing)segregated account pending application pursuant to this Section 7.14, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesBorrower, (iii) prepaymentsso long as no Default exists before or after giving effect thereto and the Total Leverage Ratio after giving effect thereto on a pro forma basis shall be less than 5.0 to 1.0, redemptionsthe prepayment, purchasesredemption, defeasances and other payments thereof prior to their scheduled maturity purchase or defeasance of any such Junior Financing from the Available Amount, (iv) the prepayment, redemption, purchase or defeasance of any such Junior Financing for an aggregate purchase price, or in an aggregate prepayment amount, when combined with the aggregate amount of Restricted Payments made pursuant to Section 7.06(i), not to exceed $35,000,000 in 100,000,000, (v) the aggregate prepayment, redemption, purchase or defeasance of any such Junior Financing pursuant to a Permitted Refinancing thereof permitted pursuant to Section 7.03 and (ivvi) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity so long as no Default exists before or after giving effect thereto (provided that, which shall only be tested at the time of any notice of such prepayment, redemption, purchasepurchase or defeasance, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect which notice shall not be more than 60 days prior to such prepayment, redemption, purchase, defeasance purchase or other payment, is not greater than defeasance) and the Total Net Secured Leverage Ratio that is 0.50 to 1.00 after giving effect thereto on a pro forma basis shall be less than 4.0 to 1.0, the maximum Total Net Leverage Ratio applicable under prepayment, redemption, purchase or defeasance of the TNLR Financial Covenant at such time). 2018 Senior Unsecured Notes or (b) Amendamend, modify or change in any manner materially adverse to the interests of the Administrative Agent or the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)Junior Financing Documentation.

Prepayments, Etc. of Indebtedness. (ai) PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments under any such Subordinated Debt Documents in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesor any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $35,000,000 in 185,000,000 and (y) 20% of Consolidated EBITDA as of the aggregate last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (xi) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (yii) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 3.00:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to such prepayment, redemption, purchase, defeasance or other their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, is not greater than (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the Total Net Leverage Ratio that is 0.50 aggregate amount of cash contributions made after the Closing Date to 1.00 less than the maximum Total Net Leverage Ratio Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable under the TNLR Financial Covenant at such time)thereto. (bii) Amend, modify or change in any manner materially adverse to the interests of the Lenders Lenders, taken as a whole, in their capacity as such, any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) PrepayThe Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to one year before the scheduled maturity thereof in any manner (whether directly or indirectly), or make any Subordinated Debt payment in violation of any subordination terms of, any Indebtedness for borrowed money (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under other than any such Subordinated Debt Documents shall not be prohibited by this clauseintercompany Indebtedness), except for the following: i. the prepayment of the Credit Extensions in accordance with the terms of this Agreement; ii. required prepayments or redemptions of Indebtedness that is permitted by Section 7.03; iii. the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of any Indebtedness that, as of the date hereof, has a final maturity date no later than the Term L/C Facility Term Loan Maturity Date; iv. 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; v. any payment permitted pursuant to Section 7.02(j); vi. the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of any Indebtedness that, as of the date hereof, has a final maturity date after the Term L/C Facility Term Loan Maturity Date made (i) the refinancing thereof with, or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)with Exempt Proceeds, (ii) the conversion thereof to with Exempt Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional shares, Proceeds or (iii) prepayments, redemptions, purchases, defeasances with funds other than Exempt Proceeds and other payments thereof prior to their scheduled maturity Exempt Equity Proceeds in an aggregate amount not to exceed $35,000,000 in 150,000,000; vii. the aggregate and (iv) prepayment, redemption, repurchase, defeasance, or other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at unscheduled payment of the time of 2003 Second Lien Notes; viii. any such prepayment, redemption, purchase, defeasance defeasance, or other paymentunscheduled payment of any Indebtedness made with (i) Exempt Proceeds or (ii) Exempt Equity Proceeds; ix. Restricted Payments, (xand other payments which would, if made at the Stated Maturity of such Indebtedness, not constitute Restricted Payments, in respect of Indebtedness permitted pursuant to Sections 7.06(a)(iii) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) 7.06(a)(iv); and x. notwithstanding anything to the Total Net Leverage Ratio as of the last day of the most recently ended Test Periodcontrary in this Section 7.14, after giving Pro Forma Effect to any such prepayment, redemption, purchase, defeasance defeasance, or other payment, is not greater than unscheduled payment made solely with the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition net proceeds of any Subordinated Debt Documents without Junior Indebtedness or the consent issuance of any Capital Stock by the Required Lenders (not to be unreasonably withheld, conditioned Borrower or delayed)any of its Restricted Subsidiaries.

Prepayments, Etc. of Indebtedness. The Lead Borrower will not, nor will it permit any Restricted 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 (other than any Obligations), 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 (other than any Obligations), except: (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof payments in any manner any Subordinated Debt Capital Stock (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clauseas long as no Change in Control would result therefrom), except for (i) the refinancing thereof with, or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof of Indebtedness to Equity Interests Capital Stock (other than Disqualified Equity InterestsCapital Stock) or Indebtedness of the Borrower Holdings (as long as no Change in Control would result therefrom) and payments of cash interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness; (b) payments of principal and interest as and when due in lieu respect of fractional sharesany Subordinated Indebtedness (subject to applicable subordination provisions relating thereto); (c) scheduled or mandatory payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness); (d) voluntary prepayments, redemptions, exchanges, purchases, and defeasances in whole or in part of the Senior Notes, the Term Loan Facility and other Indebtedness with the Net Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment; (iiie) voluntary prepayments, redemptions, purchases, defeasances exchanges and other payments thereof prior to their scheduled maturity [defeasences]defeasances, in an aggregate amount not to exceed $35,000,000 whole or in part, of the aggregate and Senior Notes or the Term Loan Facility from any Permitted Refinancing thereof; (ivf) other if the Payment Conditions are satisfied, prepayments, redemptions, purchases, defeasances exchanges and defeasances, in whole or in part, of the Senior Notes, the Term Loan Facility or any other payments with respect thereof prior to their scheduled maturity Permitted Indebtedness; (provided that, at g) as long as the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) Pro Forma Availability Condition is satisfied and no Specified Event of Default has occurred and is continuing then exists or would result therefrom and arise therefrom, in an aggregate amount, when added to the aggregate amount of any Restricted Payments made pursuant to SECTION 6.06(k)(ii), not to exceed $40,000,000 over the term of this Agreement, voluntary prepayments, purchases, exchanges or redemptions, in whole or in part, of Indebtedness; (yh) the Total Net Leverage Ratio as prepayment of Indebtedness of the last day Lead Borrower or any Restricted Subsidiary to the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents; (i) other Permitted Refinancings of Indebtedness; (j) mandatory redemptions of the most recently ended Test Period, after giving Pro Forma Effect Senior Notes (and exchange notes issued in respect thereof) due to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than existence of an AHYDO Amount (as defined in the maximum Total Net Leverage Ratio applicable under indenture for the TNLR Financial Covenant at such timeSenior Notes).; and (bk) Amend, modify the conversion (or change in any manner materially adverse to the interests of the Lenders any term or condition exchange) of any Subordinated Debt Documents without the consent Indebtedness to (or with) Capital Stock or Indebtedness of the Required Lenders (not to be unreasonably withheld, conditioned Holdings or delayed)any direct or indirect parent thereof.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Specified Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Specified Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments of any PPP Debt prior to its scheduled maturity in an aggregate amount not exceed $5,200,000 (provided that, at the time of any such payment, no Event of Default shall have occurred and be continuing or would result therefrom) and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Consolidated Total Net Leverage Ratio of the Borrower as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time2.00:1.00). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Specified Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed). (c) Amend, modify or change, in any manner materially adverse to the interests of the Administrative Agent or the Lenders, the Consumer Warehouse Loan Documents without the prior written consent of the Required Lenders.

Prepayments, Etc. of Indebtedness. No Loan Party will 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) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof payments in any manner any Subordinated Debt Capital Stock (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clauseas long as no Change in Control would result therefrom), except for (i) the refinancing thereof with, or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof of Indebtedness to Equity Interests Capital Stock (other than Disqualified Equity InterestsCapital Stock) of the Borrower Parent (as long as no Change in Control would result therefrom) and payments of cash interest in-kind of the Loan Parties or the accretion of interest on Permitted Indebtedness; (b) payments of principal and interest as and when due in lieu respect of fractional shares, any Subordinated Indebtedness (iiisubject to applicable subordination provisions relating thereto); (c) payments of principal (including mandatory prepayments) and interest as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness); (d) voluntary prepayments, redemptions, purchases, and defeasances in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility and other payments thereof prior Indebtedness with the Net Proceeds of any Permitted Equity Issuances (other than Permitted Equity Issuances that are Specified Equity Contributions) for the purpose of making such payment or prepayment; (e) voluntary prepayments in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, or the Term Loan Facility from any Permitted Refinancing thereof; (f) if the Payment Conditions are satisfied, voluntary prepayments and mandatory prepayments in whole or in part of the Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes, the Term Loan Facility or any other Permitted Indebtedness; (g) the prepayment of Indebtedness of the Lead Borrower or any Restricted Subsidiary to their scheduled maturity the Lead Borrower or any Restricted Subsidiary to the extent permitted by the Security Documents; (h) mandatory redemptions of the Subordinated Discount Notes (and exchange notes issued in respect thereof) pursuant to the Subordinated Discount Note Indenture due to the existence of an aggregate amount not to exceed $35,000,000 AHYDO Amount (as defined in the aggregate and Subordinated Discount Note Indenture); and (ivi) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time Permitted Refinancings of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)Indebtedness. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) PrepayParent will not, and will not permit any of its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under interest shall be permitted) any such Subordinated Debt Documents shall not be prohibited by this clause)Specified Indebtedness or make any payment in violation of any subordination terms of any Specified Indebtedness, except for (i) refinancing of Specified Indebtedness with the refinancing thereof with, or the exchange thereof for, Net Cash Proceeds of any Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) the conversion thereof of any Specified Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesParent, (iii) the prepayment of Specified Indebtedness of Parent or any Subsidiary to Parent or any Subsidiary to the extent permitted by the Collateral Documents, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of Specified Indebtedness in an aggregate amount not to exceed $35,000,000 in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, Available Amount so long as (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) after giving effect to such prepayment, on a Pro Forma Basis the Total Net Leverage Ratio Borrower would be in compliance with Section 6.09 as of the last day of the most recently ended Test Periodrecent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) and (v) prepayments, after giving Pro Forma Effect redemptions, purchases or defeasances of Specified Indebtedness out of the net cash proceeds of a sale of Qualified Equity Interests (other than a sale to such prepayment, redemption, purchase, defeasance Parent or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such timea Subsidiary). (b) AmendParent will not, and will not permit any of its Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)Specified Indebtedness.

Prepayments, Etc. of Indebtedness. (a) PrepayThe Company will not, and will not permit any of its Restricted Subsidiaries to, voluntarily prepay, redeem, purchase, defease or otherwise satisfy satisfy, in each case in cash prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO paid-in-kind interest, and payments of fees, expenses and mandatory prepayments under indemnification obligations as and when due shall be permitted) any such Subordinated Debt Documents shall not be prohibited by this clause)Specified Indebtedness or make any payment in violation of any subordination terms of any Specified Indebtedness, except for (i) refinancing of Specified Indebtedness with the refinancing thereof with, or the exchange thereof for, Net Cash Proceeds of any Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) payments upon the conversion thereof of any Specified Indebtedness to cash or Qualified Equity Interests (other than Disqualified Equity Interests) of the Borrower Company in accordance with its terms and payments the repurchase of cash in lieu of fractional sharesany Specified Indebtedness required by the terms thereof, (iii) the prepayment of Indebtedness of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of Specified Indebtedness, in an aggregate amount not to exceed the sum of (A) the greater of (x) $35,000,000 28,500,000 and (y) 7.5% of LTM Consolidated EBITDA (measured at the time such prepayment, redemption, purchase, defeasance or other payment is made) minus the amount of Restricted Payments made pursuant to Section 6.04(g)(x) plus (B) the Available Amount and, at the Company’s option, the amount of cash received in respect of Investments made pursuant to Section 6.05(l) (not to exceed the amount originally contributed to the Company as the basis for making such Investments) that have not been otherwise been applied so long as (A) no Event of Default has occurred and is continuing or would arise after giving effect to such prepayment, redemption, purchase, defeasance or other payment and (B) in the aggregate and case of any such prepayment, redemption, purchase, defeasance or other payment made in reliance on clause (iviii) of the Available Amount pursuant this Section 6.06(a)(iv)(B), after giving pro forma effect to such prepayment, redemption, purchase, defeasance or other payment, the Consolidated Net Leverage Ratio as of the last day of the most recent fiscal period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 3.00 to 1.00, (v) the prepayments of Indebtedness of Restricted Subsidiaries that are not Loan Parties by Restricted Subsidiaries that are not Loan Parties, (vi) as part of an applicable high yield discount obligation catch-up payment, (vii) prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity the Total Produce Note Purchase Agreements and/or to effect the Total Produce Refinancing and/or the ▇▇▇▇ Refinancing, (provided thatviii) prepayments, redemptions, purchases, defeasances and other payments in respect of Specified Indebtedness with proceeds from Qualified Equity Interests not added to the Available Amount, (ix) so long as no Event of Default exists at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing payment or would result therefrom and (y) therefrom, additional prepayments, redemptions, purchases defeasances, or other payments; provided that, after giving effect thereto on a Pro Forma Basis, the Total Consolidated Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect recent fiscal period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 2.00 to 1.00 (or, following the IPO Closing Date, 2.50 to 1.00), (x) to the extent they constitute Specified Indebtedness, the Company and the Restricted Subsidiaries may pay all obligations owing under the Transaction Agreement (including any tax benefits payable thereunder) and (xi) prior to the to the IPO Closing Date, any prepayments, redemptions, purchases, defeasances and other payments of Indebtedness. For purposes of determining compliance with this Section 6.06(a), in the event that a prepayment, redemption, purchasepurchases, defeasance or other paymentpayment (or portion thereof) meets the criteria of more than one of the categories described in clauses (i) through (xi) above, is not greater than the Total Net Leverage Ratio Company will be entitled to classify such prepayment on the date of its payment or later reclassify (based on circumstances existing on the date of such reclassification) such prepayment (or portion thereof) in any manner that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such timecomplies with this Section 6.06(a). (b) AmendThe Company will not, and will not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)Specified Indebtedness.

Prepayments, Etc. of Indebtedness. (a) PrepayNone of any Loan Party nor any of its Restricted Subsidiaries will prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof withmanner, or the exchange thereof formake any payment in violation of any subordination terms of, any Indebtedness (other than Indebtedness incurred pursuant to the extent such Indebtedness constitutes a Permitted Refinancingany clause of Section 7.17 other than clause (b)), except (iia) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) prepayment of the Borrower and payments Loans in accordance with the terms of cash in lieu of fractional sharesthis Agreement, (iiib) prepaymentsregularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.17 and Permitted Refinancing Indebtedness with respect thereto, redemptions(c) repayments or redemptions of Indebtedness incurred pursuant to Section 7.17(b) out of the proceeds of Permitted Refinancing Indebtedness, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and (ivd) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at if the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) Cash Flow Ratio for the Total Net Leverage Ratio as of the last day of the Quarter most recently ended Test Period, after (on a pro forma basis but before giving Pro Forma Effect effect to such prepayment, redemption, purchase, defeasance or other payment) is less than or equal to 4.00:1.00, is not greater than the Total Net Leverage Ratio (i) prepayments, redemptions, purchases, defeasances and other payments in respect of any subordinated Indebtedness incurred under Section 7.17(g) or any other Indebtedness that is 0.50 or is required to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time). (b) Amend, modify or change in any manner materially adverse be subordinated to the interests Obligations pursuant to the terms of the Lenders any term or condition of any Subordinated Debt Loan Documents without the consent and Permitted Refinancing Indebtedness with respect thereto prior to their scheduled maturity, and (ii) prepayments, redemptions, purchases, defeasances and other payments in respect of the Required Lenders (not to be unreasonably withheld, conditioned Senior Notes or delayed)Permitted Debt.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner manner, or make any Subordinated Debt payment in violation of any subordination terms of, any Indebtedness, except (it being understood that payments a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b) regularly scheduled interestor required repayments, AHYDO payments and mandatory prepayments under purchases or redemptions of Indebtedness set forth in Schedule 7.02 (except any such Subordinated Debt Documents shall not be prohibited by this clauserepayment, purchase or redemption subject to Section 7.15(d) below) and refinancings and refundings of such Indebtedness in compliance with Section 7.02(d), except for (c) the consummation of the Tender Offer, (d) prepayment, purchase, redemption or defeasance of the Subordinated Notes, so long as (i) immediately before and after giving effect to any such prepayment, purchase, redemption or defeasance, (x) no Default shall have occurred and be continuing and (y) Holdings and its Subsidiaries shall be in compliance with all of the refinancing thereof withcovenants set forth in Section 7.11 on a Pro Forma Basis, as determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable, (ii) no Term Loans shall be applied to such prepayment, purchase, redemption or defeasance; (iii) if the exchange thereof forConsolidated Leverage Ratio determined in accordance with the foregoing subclause (d)(i)(y) is greater than 3.50 to 1.0, any Indebtedness no Excess Cash Flow shall be applied to such prepayment, purchase, redemption or defeasance (subject to the final proviso set forth in subclause (f) below), and (iv) to the extent funded by the issuance of Indebtedness, such Indebtedness constitutes (A) shall be subordinate in all respects to the Obligations on terms substantially the same or shall be unsecured Indebtedness, (B) shall not increase the principal amount then owed under the Subordinated Notes (except by an amount equal to a Permitted Refinancingreasonable premium paid, accrued but unpaid interest and reasonable fees and expenses incurred in connection therewith), (C) shall have the same obligor, (D) shall be subject to an equal or longer maturity as the Subordinated Notes and (E) if such Indebtedness is subordinate to the Obligations, otherwise shall be subject to material terms and conditions substantially no more restrictive than the Subordinated Notes Documents, (e) prepayments of Indebtedness permitted under Section 7.02(b), and (f) prepayments of Indebtedness permitted under Section 7.02(g), provided that any such prepayment shall be funded by (i) a refinancing permitted under Section 7.02(d), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional shares, Loans under this Agreement or (iii) prepaymentsif the Consolidated Leverage Ratio calculated on a Pro Forma Basis, redemptionsas 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), purchasesas applicable, defeasances is less than or equal to 3.50 to 1.0, Excess Cash Flow (provided, however, that if such Consolidated Leverage Ratio is greater than 3.50 to 1.0 and other payments thereof prior subject to their scheduled maturity a dollar for dollar reduction in an aggregate amount not the Maximum Dividend Amount in accordance with Section 7.06(d), the Borrower may apply up to exceed $35,000,000 25,000,000 of Excess Cash Flow in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and pay fees arising in connection with an offer to repurchase the Subordinated Notes, (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect purchase Subordinated Notes and/or (z) to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable prepay Indebtedness permitted under the TNLR Financial Covenant at such timeSection 7.02(g)). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with, or with the exchange thereof for, net cash proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted RefinancingRefinancing Indebtedness), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings or the Borrower and payments of cash in lieu of fractional sharesor any Parent Entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount amount, measured at the time of payment, not to exceed $35,000,000 in (A) the aggregate and (iv) other prepaymentsAvailable Amount, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, that at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on clause (b) of the definition of “Available Amount,” no Event of Default shall have occurred and be continuing or would result therefrom), plus (B) without duplication, the Excluded Contribution Amount (provided that at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the definition of “Excluded Contribution Amount,” no Event of Default shall have occurred and be continuing or would result therefrom), (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, measured at the time of payment, not to exceed the greater of (x) $5,500,000 and (y) 20% of Consolidated EBITDA of the Borrower for the most recently ended Test Period calculated on a pro forma basis and (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity; provided that, at the time of such prepayments, redemptions, purchases, defeasances or other paymentpayments, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Borrower as of the last day end of the most recently ended Test Period, after giving Pro Forma Effect to such prepaymenton a pro forma basis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time).1.00:1.00; (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any the Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed); and (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 7.08 shall prohibit (i) the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 7.03 after giving effect to such transfer.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interestprincipal, AHYDO payments interest and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause)permitted) Junior Financing, except for (iA) the refinancing thereof withwith the Net Cash Proceeds of, or the in exchange thereof for, any Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Loans pursuant to Section 2.03(b), (iiB) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness of the Borrower and payments or any Restricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment, redemption, purchase, defeasance or other satisfaction of cash in lieu any other Junior Financing with the proceeds of fractional sharesany other Junior Financing otherwise permitted by Section 7.03, (iiiD) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 the sum of (1) 25,000,000 and (2) so long as no Event of Default has occurred and is continuing, the Available Amount at such time (solely in the aggregate case of clause (a)(ii) of the definition of “Available Amount,” so long as on a Pro Forma Basis, the Net Leverage Ratio is not greater than 4.25 to 1.0) and (ivE) other prepayments, redemptions, purchases, defeasances and other payments with in respect thereof of Junior Financings prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) so long as no Specified Event of Default has occurred and is continuing under clause (a) or would result therefrom (f) of Section 8.01 and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, Basis is not greater than the Total Net Leverage Ratio that is 0.50 2.75 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)1.0. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents Junior Financing Documentation, other than as a result of a Permitted Refinancing thereof, without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)Administrative Agent.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner manner, or make any Subordinated Debt payment in violation of any subordination terms of, any Indebtedness, except: (it being understood that payments a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement and the prepayment of the Existing Loans in accordance with the terms of the Existing Credit Agreement as in effect on the date hereof; (b) regularly scheduled interestor required repayments, AHYDO payments and mandatory prepayments under purchases or redemptions of Indebtedness set forth in Schedule 7.02 (except any such repayment, purchase or redemption subject to Section 7.15(d) below) and refinancings and refundings of such Indebtedness in compliance with Section 7.02(d); (c) the consummation of the Cadmus Tender Offer; (d) prepayment, purchase, redemption or defeasance of the Subordinated Debt Documents shall not be prohibited by this clause)Notes, except for so long as (i) immediately before and after giving effect to any such prepayment, purchase, redemption or defeasance, (x) no Default shall have occurred and be continuing and (y) Holdings and its Subsidiaries shall be in compliance with all of the refinancing thereof withcovenants set forth in Section 7.11 on a Pro Forma Basis, as determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable, (ii) no Existing Term Loans shall be applied to such prepayment, purchase, redemption or defeasance; (iii) if the exchange thereof forConsolidated Leverage Ratio determined in accordance with the foregoing subclause (d)(i)(y) is greater than 3.50 to 1.0, any Indebtedness no Excess Cash Flow shall be applied to such prepayment, purchase, redemption or defeasance (subject to the final proviso set forth in subclause (f) below), and (iv) to the extent funded by the issuance of Indebtedness, such Indebtedness constitutes (A) shall be subordinate in all respects to the Obligations on terms substantially the same or shall be unsecured Indebtedness, (B) shall not increase the principal amount then owed under the Subordinated Notes (except by an amount equal to a Permitted Refinancingreasonable premium paid, accrued but unpaid interest and reasonable fees and expenses incurred in connection therewith), (C) shall have the same obligor, (D) shall be subject to an equal or longer maturity as the Subordinated Notes and (E) if such Indebtedness is subordinate to the Obligations, otherwise shall be subject to material terms and conditions substantially no more restrictive than the Subordinated Notes Documents; (e) prepayments of Indebtedness permitted under Section 7.02(b); (f) prepayments of Indebtedness permitted under Section 7.02(g), provided that any such prepayment shall be funded by (i) a refinancing permitted under Section 7.02(d), (ii) Existing Loans under the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional shares, Existing Credit Agreement or (iii) if the Consolidated Leverage Ratio calculated on a Pro Forma Basis, as determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable, is less than or equal to 3.50 to 1.0, Excess Cash Flow (provided, however, that if such Consolidated Leverage Ratio is greater than 3.50 to 1.0 and subject to a dollar for dollar reduction in the Maximum Dividend Amount in accordance with Section 7.06(d), the Borrower may apply up to $25,000,000 of Excess Cash Flow in the aggregate to (x) pay fees arising in connection with an offer to repurchase the Subordinated Notes, (y) purchase Subordinated Notes and/or (z) to prepay Indebtedness permitted under Section 7.02(g)); and (g) so long as (i) immediately before and after giving effect to any such prepayment, purchase or redemption (x) no Default shall have occurred and be continuing and (y) Holdings and its Subsidiaries shall be in compliance with all of the covenants set forth in Section 7.11 on a Pro Forma Basis, as determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable, prepayments, redemptionspurchases or redemptions of (A) the Cadmus Subordinated Notes, purchases, defeasances and other payments thereof prior to their scheduled maturity (B) the Equipment Loans in an aggregate amount not to exceed $35,000,000 in the aggregate 13,200,000 and (ivC) other prepayments, redemptions, purchases, defeasances and Indebtedness (other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time). (bSubordinated Notes) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (an aggregate amount not to be unreasonably withheld, conditioned or delayed)exceed $5,000,000.

Prepayments, Etc. of Indebtedness. (a) PrepayThe Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to one year before the scheduled maturity thereof in any manner (whether directly or indirectly), or make any Subordinated Debt payment in violation of any subordination terms of, any Indebtedness for borrowed money (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under other than any such Subordinated Debt Documents shall not be prohibited by this clauseintercompany 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 Indebtedness that, as of the date hereof, has a final maturity date no later than the Term L/C Facility 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) any payment permitted pursuant to Section 7.02(j); (f) the prepayment, redemption, repurchase, defeasance, or other unscheduled payment of any Indebtedness that, as of the date hereof, has a final maturity date after the Term L/C Facility Term Loan Maturity Date made (i) the refinancing thereof with, or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)with Exempt Proceeds, (ii) the conversion thereof to with Exempt Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional shares, Proceeds or (iii) prepayments, redemptions, purchases, defeasances with funds other than Exempt Proceeds and other payments thereof prior to their scheduled maturity Exempt Equity Proceeds in an aggregate amount not to exceed $35,000,000 in 150,000,000; (g) the aggregate and prepayment, redemption, repurchase, defeasance, or other unscheduled payment of the 2003 Second Lien Notes; (ivh) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, defeasance defeasance, or other paymentunscheduled payment of any Indebtedness made with (i) Exempt Proceeds or (ii) Exempt Equity Proceeds; (i) Restricted Payments, and other payments which would, if made at the Stated Maturity of such Indebtedness, not constitute Restricted Payments, in respect of Indebtedness permitted pursuant to Sections 7.06(a)(iii) and 7.06(a)(iv); and (xj) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) notwithstanding anything to the Total Net Leverage Ratio as of the last day of the most recently ended Test Periodcontrary in this Section 7.14, after giving Pro Forma Effect to any such prepayment, redemption, purchase, defeasance defeasance, or other payment, is not greater than unscheduled payment made solely with the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition net proceeds of any Subordinated Debt Documents without Junior Indebtedness or the consent issuance of any Capital Stock by the Required Lenders (not to be unreasonably withheld, conditioned Borrower or delayed)any of its Restricted Subsidiaries.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments MVWC or any of cash in lieu of fractional sharesits direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of, at the time made, (x) $35,000,000 115,000,000 and (y) 15.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount minus (C) the amount of any Investments made pursuant to Section 7.02(t) using unused amounts reallocated from this Section 7.08(a)(iii) (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clause (b) of the aggregate definition of “Available Amount,” no Event of Default shall have occurred and be continuing or would result therefrom, (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (y) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 2.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to such prepayment, redemption, purchase, defeasance or other their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, is not greater than (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the Total Net Leverage Ratio that is 0.50 aggregate amount of cash contributions made after the Closing Date to 1.00 less than MVWC (and then contributed from MVWC to a Borrower) in exchange for Qualified Equity Interests of MVWC (and when contributed to a Borrower, in exchange for Qualified Equity Interests of a Borrower), such contributions are utilized, except to the maximum Total Net Leverage Ratio extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount or constitutes a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among MVWC and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable under the TNLR Financial Covenant at such time)thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders Lenders, taken as a whole, in their capacity as such, any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. Notwithstanding anything herein to the contrary, the foregoing provisions of this Section 7.08 will not prohibit the prepayment of any Junior Debt, within 60 days after the date of delivery of notice with respect thereto if at the date of delivery of such notice, such prepayment would have complied with the provisions of this Agreement. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower Representative shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant and may later divide and reclassify any prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) so long as the prepayment, redemption, purchase or other satisfaction of Junior Debt (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception or exceptions as of the date of such reclassification.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt Specified Indebtedness (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under with respect to any such Subordinated Debt Documents Indebtedness shall not be prohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharestheir direct or indirect parents (or any Intermediate Holding Company), (iii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) $35,000,000 in 5,000,000 plus (B) any amounts available under Section 7.06(j) (usage of which shall reduce availability under such Section 7.06(j)) plus (C) the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity Excluded Contribution Amount (provided that, at the time of any such prepayment, redemption, purchase, defeasance and other payment, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) [reserved] and (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other paymentpayments, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Borrower as of the last day end of the most recently ended Test Period, on a pro forma basis after giving Pro Forma Effect effect to such prepayment, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time2.00:1.00). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Specified Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interestprincipal, AHYDO payments interest and mandatory prepayments under shall be permitted) any such Subordinated Incremental Equivalent Debt, any Refinancing Equivalent Debt, any Ratio Debt Documents shall not be prohibited or any other Indebtedness for borrowed money of a Credit Party, in each case, that is (x) unsecured or (y) subordinated in right of payment to the Loan Obligations expressly by this clauseits terms or to the Lien securing the Collateral expressly by its terms (other than Indebtedness among the Borrower and its Restricted Subsidiaries) to the extent permitted by any applicable subordination provisions (collectively, “Junior Debt”), except for (i) the refinancing thereof with, or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing thereof, (ii) the conversion thereof of any such Junior Debt to Equity Interests Capital Stock (other than Disqualified Equity InterestsStock) of the Borrower and payments from the substantially concurrent issuance of cash in lieu new shares of fractional sharesits common stock or other common equity interests, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior repayments in respect to their scheduled maturity Junior Debt in an aggregate amount not to exceed $35,000,000 in exceed, together with the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior amount of all Restricted Payments made pursuant to their scheduled maturity (provided thatSection 8.06(h), at the time of any such prepayment, redemption, purchase, defeasance or other paymentrepayment is made, the sum of (x) no Specified Event the greater of Default has occurred (a) $50,000,000 and is continuing or would result therefrom (b) 2.25% of Total Assets and (y) the Total Net Leverage Ratio as Cumulative Equity Credit, and (iv) prepayments, redemptions, purchases, defeasances and other repayments in respect of the last day of the most recently ended Test PeriodJunior Debt so long as, after giving Pro Forma Effect effect to such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance or defeasances and other paymentrepayments, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)Payment Conditions are satisfied. (b) Amend, 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 Subordinated Junior Debt Documents having an aggregate outstanding principal amount in excess of $30,000,000 (other than as a result of any Permitted Refinancing in respect thereof) without the consent of the Required Lenders Administrative Agent (which consent shall not to be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), ) except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $35,000,000 25,000,000 and (y) 20% of Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that at the time of any such prepayment, redemption, purchase, defeasance or other payment (x) in reliance on clause (b) of the aggregate definition of “Available Amount” no Event of Default shall have occurred and be continuing or would result therefrom and (y) the Total Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 5.00:1.00), plus (C) the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time3.50:1.00). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to: (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt Junior Indebtedness (it being understood that payments of regularly scheduled interest, interest required to be paid in cash and AHYDO payments and mandatory prepayments Payments (which shall only be permitted to the extent permitted under any such Subordinated Debt Documents applicable intercreditor or subordination agreement), shall not be prohibited by this clauseclause (a)), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests Stock or Stock Equivalents (other than Disqualified Equity InterestsStock) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 the Available Amount; provided that in the aggregate case of this clause (iii), only if such payment is made by utilizing the Available Amount, at the time of such prepayment, redemption, purchase, defeasance or other payment and after giving Pro Forma effect thereto and to any related Specified Transaction, (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) the Available Amount shall not be available for any prepayment pursuant to this clause (a)(iii) so long as the Total Net Leverage Ratio as of the end of the most recently ended Test Period shall exceed 3.25:1.00; (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided thatin an unlimited amount, so long as, at the time of any such prepayment, redemption, purchase, defeasance or other paymentpayment and after giving Pro Forma effect thereto and to any related Specified Transaction, (x) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom therefrom, and (y) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving Pro Forma Effect Period shall not exceed 2.75:1.00 and (v) prepayments of Indebtedness not otherwise permitted pursuant to such prepayment, redemption, purchase, defeasance or other payment, is this Section 5.8 in an aggregate amount not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time).exceed $20,000,000; (b) Make any payment with respect to any Indebtedness permitted to be incurred pursuant to Section 5.3(k) at any time that an Event of Default exists and is continuing other than payments pursuant to an Excluded Contribution; and (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders or in violation of the applicable intercreditor or subordination agreement any term or condition of any Subordinated Debt Junior Indebtedness Documents or any Indebtedness permitted pursuant to Section 5.3(h), 5.3(t) or 5.3(w), in each case, without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner (X) Indebtedness incurred pursuant to Sections 7.03(v), (w), (x) or (bb), in each case to the extent it is unsecured or junior lien secured and exceeds the Threshold Amount or (Y) any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments interest and mandatory prepayments (including AHYDO Payments) under any Indebtedness incurred pursuant to Sections 7.03(v), (w), (x) or (bb) or such Subordinated Debt Documents shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesBorrower, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (x) $35,000,000 50,000,000 plus (y) 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 aggregate and case of any such payment in an amount in excess of $15,000,000, the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of the Available Amount, (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other payment, payments (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Borrower as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than 3.50:1.00 and (v) to the Total Net Leverage Ratio that is 0.50 extent such Excluded Contributions have not been used and are not then being used to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such timemake Investments pursuant to Section 7.02(cc) or Restricted Payments pursuant to Section 7.06(o), other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity made with Excluded Contributions. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any the Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) PrepayExcept in connection with any Permitted Refinancing, the Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that (A) payments of regularly scheduled interestprincipal and interest permitted by any applicable subordination terms, (B) customary “AHYDO payments catchup” payments, (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 and mandatory prepayments under any such Subordinated Debt Documents (D) the repurchase or repayment of the 2025 Convertible Notes and/or the repurchase or repayment of the 2026 Convertible Notes shall not be prohibited by this clausepermitted), any principal amount in respect of any Indebtedness that (x) is secured on a junior lien basis to the Obligations, (y) constitutes convertible Indebtedness or (z) 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 (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, or the exchange thereof for, conversion of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any of its direct or indirect parents and payments (ii) the prepayment of cash in lieu Indebtedness of fractional shares, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior the Borrower or any Restricted Subsidiary to their scheduled maturity in an aggregate amount the Borrower or any Restricted Subsidiary to the extent not to exceed $35,000,000 prohibited by the subordination provisions contained in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)Intercompany Note. (b) AmendThe Borrower shall not, nor shall the Borrower permit any of its Restricted Subsidiaries to amend, modify or change in any manner materially adverse (in the good faith determination of the Borrower), taken as a whole, to the interests of the Lenders Lenders, in their capacity as such, any term or condition of any Subordinated Debt Documents 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 Required Lenders Administrative Agent (which consent shall not to be unreasonably withheld, conditioned or delayed); provided that no such consent shall be required (and no Default or Event of Default shall result) under this clause (b) in the event that such Junior Financing, after giving effect to any amended, modified or changed term or condition to the applicable Junior Financing Documentation would constitute Indebtedness permitted under Section 7.03 hereof if such Indebtedness had been incurred on the date of such amendment, modification or change.

Prepayments, Etc. of Indebtedness. (a) PrepayNo Loan Party will prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner manner, or make any Subordinated payment in violation of any subordination terms of, any unsecured Funded Debt (it being understood that other than Funded Debt permitted pursuant to the provisions of Section 6.14(e)(iii)), junior Lien Funded Debt or any Funded Debt which is contractually subordinated to the Obligations, except (a) regularly scheduled payments of regularly scheduled interestprincipal and interest in respect of such Funded Debt in accordance with the terms of, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, any Indebtedness (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 RefinancingFunded Debt was issued or incurred or any subordination agreement in respect of such Funded 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), (iib) 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 6.19(f), (c) prepayments and repayments of such Funded Debt made with the conversion thereof to Equity Interests proceeds of Permitted Refinancing Indebtedness in respect thereof, (other than Disqualified Equity Interestsd) of the Borrower and payments of cash in lieu of fractional shares, amounts due and payable under Swap Contracts or under the Cash Sweep and Credit Support Agreement and (iiie) other prepayments, redemptionsrepayments, purchases, defeasances and other payments thereof prior to their scheduled maturity redemptions or similar transactions in an aggregate amount not to exceed $35,000,000 in the aggregate greater of (i) US$25,000,000 and (ivii) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity 1.00% of Total Assets (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio which shall be measured as of the last day of the most recently ended Test Period, after giving Pro Forma Effect date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such timethis clause (e)). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) PrepayThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under interest shall be permitted) any such Subordinated Debt Documents shall not be prohibited by this clause)Specified Indebtedness, except for (i) refinancing of Specified Indebtedness with the refinancing thereof with, or the exchange thereof for, Net Cash Proceeds of any Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) the conversion thereof of any Specified Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Borrower Borrower, and payments of cash in lieu of fractional shares, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with in respect thereof prior to their scheduled maturity (of Specified Indebtedness; provided that, that at the time of any such prepayment, redemption, purchase, defeasance or other paymentpayment and after giving effect thereto (a) the Applicable Transaction Conditions are satisfied and (b) on a Pro Forma Basis, (x) no Specified Event of Default has occurred and is continuing the Consolidated Secured Leverage Ratio would be equal to or would result therefrom and less than 2.00 to 1.00, (y) the Total Net Consolidated Secured Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect would be equal to such prepayment, redemption, purchase, defeasance or other payment, is not less than 2.50 to 1.00 but greater than 2.00 to 1.00; provided that the Total Net aggregate amount of such payments made pursuant to this clause (y) shall not exceed the Available Amount, or (z) the Consolidated Secured Leverage Ratio that is 0.50 would be equal to or less than 2.75 to 1.00 less but greater than 2.50 to 1.00; provided that the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at aggregate amount of such time)payments made pursuant to this clause (z) shall not exceed $10,000,000. (b) AmendThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)Specified Indebtedness.

Prepayments, Etc. of Indebtedness. (a) (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interestprincipal, AHYDO payments interest and mandatory prepayments under shall be permitted) any such Subordinated Debt Documents shall not be prohibited Indebtedness that is subordinated in right of payment to the Obligations expressly by this clauseits terms (other than Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except for (iA) the refinancing thereof withwith the Net Cash Proceeds of, or the in exchange thereof for, any Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Loans pursuant to Section 2.03(b), (iiB) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Borrower and payments or any Restricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of cash in lieu any other Junior Financing with the proceeds of fractional sharesany other Junior Financing otherwise permitted by Section 7.03, (iiiD) prepayments, redemptions, purchases, defeasances and other payments thereof 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(m), not to exceed the greater of $35,000,000 75,000,000 and 30% of Adjusted EBITDA, in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, each case determined at the time of any such prepayment, redemption, purchase, defeasance or other payment, (xE) so long as no Specified Event of Default has occurred and is continuing or would result therefrom, in an amount not to exceed the Available Amount (if positive) or (F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity so long as immediately after giving effect to such prepayments, redemptions, purchases, defeasances and other payments, no Event of Default exists or would result therefrom and (y) the Total Senior Secured Net Leverage Ratio as calculated on a Pro Forma Basis is less than or equal to 2.00 to 1.00, and satisfaction of such test shall be evidenced by a certificate from a Responsible Officer of the last day Borrower demonstrating such satisfaction calculated in reasonable detail or (ii) make any payment in violation of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)any subordination terms of any Junior Financing Documentation. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders Lenders, as reasonably determined in good faith by the Borrower, any term or condition of any Subordinated Debt Documents Junior Financing Documentation in respect of any Indebtedness having an aggregate outstanding principal amount in excess of the Threshold Amount (other than as a result of a Permitted Refinancing thereof) without the consent of the Required Lenders Administrative Agent (which consent shall not to be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Specified Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Specified Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments of any PPP Debt prior to its scheduled maturity in an aggregate amount not exceed $5,200,000 (provided that, at the time of any such payment, no Event of Default shall have occurred and be continuing or would result therefrom) and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Consolidated Total Net Leverage Ratio of the Borrower as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time2.00:1.00). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Specified Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed). (c) ▇▇▇▇▇, modify or change, in any manner materially adverse to the interests of the Administrative Agent or the Lenders, the Consumer Warehouse Loan Documents without the prior written consent of the Required Lenders.

Prepayments, Etc. of Indebtedness. (a) PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes, repurchases and redemptions under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesor any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $35,000,000 in 1695,000,000 and (y) 30% of Consolidated EBITDA as of the aggregate last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (xi) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (yii) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to such prepayment, redemption, purchase, defeasance or other their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, is not greater than (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the Total Net Leverage Ratio that is 0.50 aggregate amount of cash contributions made after the Initial Closing Date to 1.00 less than the maximum Total Net Leverage Ratio Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable under the TNLR Financial Covenant at such time)thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders Lenders, taken as a whole, in their capacity as such, any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant.

Prepayments, Etc. of Indebtedness. (a) (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interestprincipal, AHYDO payments interest and mandatory prepayments under shall be permitted) the Senior Subordinated Notes or any such Permitted Subordinated Debt Documents shall not be prohibited Notes or any other Indebtedness that is subordinated to the Obligations expressly by this clauseits terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except for (iA) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds (as defined in the CF Credit Agreement) of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (iiB) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents, (iiiC) the prepayment of Indebtedness of the Parent Borrower or any Restricted Subsidiary owed to Holdings, the Parent Borrower or a Restricted Subsidiary or the prepayment of any Permitted Subordinated Notes issued by the Parent Borrower or any Restricted Subsidiary to Holdings, the Parent Borrower or any Restricted Subsidiary and the prepayment of any other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (D) so long as the Payment Conditions have been satisfied, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity and (E) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount that, together with any Investments made pursuant to Section 7.02(z) and Restricted Payments made pursuant to Section 7.06(n), do not to exceed $35,000,000 in the aggregate and at any time outstanding $75,000,000 or (ivii) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time make any payment in violation of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event subordination terms of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)any Junior Financing Documentation. (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 or the Senior Subordinated Debt Documents Notes Indentures without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)Joint Lead Arrangers.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $35,000,000 799,400,000 and (y) 35% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that (x) at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on clause (b) of the aggregate definition of “Available Amount,” no Specified Event of Default shall have occurred and be continuing or would result therefrom, and (y) of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the Available Amount, on a Pro Forma Basis the Parent Borrower would be able to incur $1.00 pursuant to Section 7.03(r)(C)), plus (C) without duplication, the Excluded Contribution Amount, at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the definition of “Excluded Contribution Amount,” no Specified Event of Default shall have occurred and be continuing or would result therefrom and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Parent Borrower as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time4.30:1.00). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year the date that occurs 30 days before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clauseIndebtedness incurred or outstanding pursuant to Section 7.03(b), (q), (s) or (t) that matures on or after the Maturity Date (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for so long as no Default shall have occurred and is continuing or would result therefrom (i) the refinancing thereof withprepayment, redemption, purchase or defeasance of any such Junior Financing with the exchange thereof for, net cash proceeds of any Indebtedness Specified Issuance Proceeds Not Otherwise Applied and that do not increase the Available Amount (provided that the Borrower must provide the Administrative Agent with prompt notice of the application of such proceeds following such transaction) to the extent that such Indebtedness constitutes proceeds were received within 180 days prior to the date of such prepayment, redemption, purchase or defeasance and held in a Permitted Refinancing)segregated account pending application pursuant to this Section 7.14, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesBorrower, (iii) prepaymentsso long as no Default exists before or after giving effect thereto and the Total Leverage Ratio after giving effect thereto on a pro forma basis shall be less than 5.0 to 1.0, redemptionsthe prepayment, purchasesredemption, defeasances and other payments thereof prior to their scheduled maturity purchase or defeasance of any such Junior Financing from the Available Amount, (iv) the prepayment, redemption, purchase or defeasance of any such Junior Financing for an aggregate purchase price, or in an aggregate prepayment amount, when combined with the aggregate amount of Restricted Payments made pursuant to Section 7.06(i), not to exceed $35,000,000 in the aggregate 100,000,000 and (ivv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, purchase or defeasance of any such Junior Financing pursuant to a Permitted Refinancing thereof permitted pursuant to Section 7.03 or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time). (b) Amendamend, modify or change in any manner materially adverse to the interests of the Administrative Agent or the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)Junior Financing Documentation.

Prepayments, Etc. of Indebtedness. (a) PrepayVoluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments principal and mandatory prepayments under interest shall be permitted) any such Subordinated Debt Documents shall not be prohibited by Indebtedness (other than Indebtedness pursuant to this clauseAgreement), in each case in an aggregate principal amount in excess of the Threshold Amount, or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof withso long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed $25,000,000, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the exchange thereof forCumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Indebtedness (under this Section 7.13 made with the Cumulative Amount, the Borrower Parties shall be in Pro Forma Compliance with a Senior Secured Leverage Ratio of not greater than 5.75 to 1.00 as of the extent end of the Test Period then last ended and a Total Leverage Ratio of not greater than 4.75 to 1.0 as of the end of the Test Period then last ended, in each case, after giving effect to such Indebtedness constitutes a Permitted Refinancing)payment, prepayment, redemption, purchase, defeasance or satisfaction, (ii) so long as, both before and after giving effect to any such voluntary prepayment, redemption, purchase, defeasement or other satisfaction of any Indebtedness under this Section 7.13, the Payment Conditions are satisfied, (iii) a Permitted Refinancing thereof or any other refinancing thereof with proceeds of Indebtedness permitted by the terms of this Agreement (in each case, including through exchange offers and similar transactions), (iv) the conversion thereof of any such Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional shares), (iiiv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity intercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof, (provided thatvi) any payment, at the time of any such prepayment, redemption, purchase, defeasance defeasement or other paymentsatisfaction of any Indebtedness with proceeds of an issuance of Equity Interests of Holdings (or any direct or indirect parent thereof), (x) no Specified Event of Default has occurred and is continuing or would result therefrom a capital contribution to the Parent Borrower and (yvii) any payment by any Foreign Subsidiary of Indebtedness of such Foreign Subsidiary in respect of local lines of credit, letters of credit, bank guarantees, factoring arrangements, working capital lines of credit and similar extensions of credit in the Total Net Leverage Ratio as ordinary course of the last day of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)business. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), ) except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $35,000,000 25,000,000 and (y) 20% of Consolidated EBITDA of the Parent, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that at the time of any such prepayment, redemption, purchase, defeasance or other payment (x) in reliance on clause (b) of the aggregate definition of “Available Amount” no Event of Default shall have occurred and be continuing or would result therefrom and (y) the Total Leverage Ratio of the Parent, the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 5.00:1.00), plus (C) the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Parent, the Borrower and the Restricted Subsidiaries as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemptionwould be no greater than 3.50:1.00); provided that no prepayments, purchaseredemptions, defeasance purchases, defeasances or other payment, is not greater than payments may be made pursuant to this Section 7.08(a)(iii)(B) and Section 7.08(a)(iv) during the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)Bridge Period. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, interest and AHYDO payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesany Company or its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (A) in an aggregate amount, when aggregated with the amount of Restricted Payments made pursuant to Section 7.06(j) and any Investments outstanding pursuant to Section 7.02(bb), not to exceed $500,000,000 and (B) in an amount not to exceed $35,000,000 in the aggregate Available Amount (provided that at the time of any such prepayment, redemption, purchase, defeasance or other payment pursuant to this clause (iii)(B), (1) no Default shall have occurred and be continuing or would result therefrom and (2) the Fixed Charge Coverage Ratio of the Companies as of the last day of the most recently ended Test Period is greater than 2.00:1.00) and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments pursuant to this clause (iv), (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Companies as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time4.25:1.00). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments under any such Subordinated Debt Documents in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesor any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $35,000,000 in 185,000,000 and (y) 20% of Consolidated EBITDA as of the aggregate last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (xi) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (yii) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed).than

Prepayments, Etc. of Indebtedness. (a) PrepayMake any payment in violation of any subordination, standstill or collateral sharing terms of or governing any Indebtedness; (b) Pay or prepay any Indebtedness, if any, now or hereafter owed to the Sponsor or any other holder of Series A Preferred Units, whether under or with respect to the Sponsor Equity Documents or otherwise[Reserved]; (c) At any time a Default has occurred and is continuing, (i) prepay any Indebtedness or (ii) redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner (including by the exercise of any Subordinated Debt (it being understood that payments right of regularly scheduled interest, AHYDO payments and mandatory prepayments under setoff) any such Subordinated Debt Documents shall not be prohibited by this clause)Indebtedness, except for the prepayment of the Credit Extensions in accordance with the terms of this Agreement; and (id) the refinancing thereof withMake any payment or prepayment (or permit any payment or prepayment to be made) on, with respect to or the exchange thereof for, on account of any Indebtedness (owed by Borrower to the extent such Indebtedness constitutes any Foreign Subsidiary at any time a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional shares, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would could result therefrom from such payment or prepayment, in each case under this clause (d) regardless of whether such payment or prepayment is for principal, interest or otherwise and (y) regardless of whether such payment or prepayment is scheduled, mandatory, voluntary or otherwise. Without in any way limiting any other remedy available to the Total Net Leverage Ratio Lenders as a result of the last day breach of the most recently ended Test Periodthis clause (d), after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time). (b) Amend, modify or change in any manner materially adverse to the interests extent any payment or prepayment is made in contravention of this clause (d), the Lenders any term Borrower shall cause such payment or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not prepayment to be unreasonably withheldheld by the Foreign Subsidiary in trust for the benefit of, conditioned and such payment or delayed)prepayment shall be turned over and delivered to, the Administrative Agent for application to the Obligations.