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

Prepayments, Etc. of Indebtedness. (a) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or 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) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepayMake an optional or voluntary prepayment, redeem, purchase, redemption or purchase or defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior the Senior Notes, any 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 date that is one year prior Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries to the scheduled maturity date thereof extent permitted by any applicable subordination provisions) (collectively, the “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 from the substantially concurrent issuance of new shares of its common stock or any parent entityother 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 at the time made not to exceed (A)(1) the greater of, at the time made, Available Amount; provided (x) $215,00,000 no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (y) 35.0% of solely with respect to clause (v) above, the Consolidated EBITDA Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended Test Period minus (2) 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 amount Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of Investments made the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 7.02(t)(ii6.1 and on a pro forma basis, (vi) plus 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 (Bvii) additional payments of or in respect of Junior Financing in an amount not to exceed $12,500,000. Notwithstanding the Available Amount foregoing, for the period on and after the Amendment No. 1 Effective Date and prior to the 2020 Term Facility Termination Date, (provided that, at the time of any such payment, with respect to any A) no optional or voluntary prepayments, redemptions, purchases, defeasances and other payments satisfactions prior to the applicable scheduled maturity in respect to Junior Financings may be made utilizing amounts specified in pursuant to clauses (a) and (b) of the 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00iii), (v) other prepayments, redemptions, purchases, defeasances or (vii) of this Section 7.8(a) and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (viB) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests repayments by Foreign Restricted Subsidiaries of the Borrower, except to the extent utilized in connection with unsecured revolving loans under local working capital facilities of such Foreign Restricted Subsidiary under clause (vi) above less any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, amount re-borrowed under such local working capital facilities shall not exceed $35,000,000 (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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would repayment shall not be prohibited accompanied by a voluntary permanent reduction of such unsecured revolving loans under the definition of “Permitted Refinancing” with respect to such Junior Debtlocal working capital facilities). For purposes of determining compliance with this Section 7.087.8, (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 other available exemption and (B) in the event that a prepayment, redemption, purchase payment (or other satisfaction of Junior Debt any portion thereof) meets the criteria of one or more than one of the categories of permitted payments (or any portion thereof) described abovein this Section 7.8, the Borrower shallParent Borrower, in its sole discretion, may divide or classify or divide any such prepayment, redemption, purchase or other satisfaction of Junior Debt payment (or any portion thereof) in any manner that complies with this covenant Section 7.8 and may later divide will be entitled to only include the amount and reclassify any prepayment, redemption, purchase or other satisfaction type of Junior Debt such payment (or any portion thereof) so long as the prepayment, redemption, purchase in one or other satisfaction of Junior Debt more (as so divided and/or reclassifiedrelevant) would be permitted to be made in reliance on the applicable exception or exceptions as of the date above clauses (or any portion thereof) and such payment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof). (b) Amend, modify or change any term or condition of such reclassificationany 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 interest of the Lenders.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or 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) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00)[reserved], (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of 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 except to the extent such cash contributions increase the Available Amount, constitute a Cure Amount or “Cure Amount” (as defined in the ABL Term/Revolver Facility) and ), (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 theretothereto and (viii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity so long as the Payment Conditions are satisfied on a Pro Forma Basis. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Subordinated Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityof its 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 at the time of Restricted Payments made pursuant to Section 7.06(j), not to exceed (A)(1A) the greater of, at the time made, of (x) $215,00,000 500,000,000 and (y) 35.020.0% of Consolidated EBITDA as of the last day of Parent Borrower for 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 definition of Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (ix) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Total Leverage Ratio of the Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.004.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Subordinated Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityBorrower, (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)(1A) the greater of, at the time made, of (x) $215,00,000 34,000,000 and (y) 35.020.0% of Consolidated EBITDA as of the last day of Borrower for the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) calculated on a Pro Forma Basis, plus (B) the Available Amount, plus (C) without duplication, the Excluded Contribution Amount (provided that, that (x) at the time of any such paymentprepayment, with respect to any prepaymentsredemption, redemptionspurchase, purchases, defeasances defeasance and other payments made utilizing amounts specified payment in clauses (a) and reliance on clause (b) of the 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no 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, (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Total Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto2.50:1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entitycompany, (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)(1A) the greater of, at the time made, (x) $215,00,000 165,000,000 and (y) 35.030% 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 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 2.00:1.00therefrom), (iv) 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 payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.003.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the 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 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationcovenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, 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 Junior Subordinated Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with with, or the Net Cash Proceeds of exchange thereof for, any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityand 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 at the time made not to exceed (A)(1) $35,000,000 in the greater of, at the time made, (x) $215,00,000 aggregate 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 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 prepaymentsprepayment, redemptionsredemption, purchasespurchase, defeasances defeasance or other paymentspayment, (ix) no Specified Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Total Net Leverage Ratio as of the end last day of the most recently ended Test Period, on a after giving Pro Forma BasisEffect to such prepayment, would be no redemption, purchase, defeasance or other payment, is not greater than 6.75:1.00the 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), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld withheld, conditioned 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior (1) the Senior Notes (if any), any Incremental Equivalent Debt, or any Permitted External Refinancing Debt or (2) any other Indebtedness that is subordinated to the date that is one year prior Obligations expressly by its terms (other than Indebtedness among the Borrower and its Subsidiaries) at any time during the term of this Agreement (all such Indebtedness referred to in the scheduled maturity date thereof any preceding clause (1) and this clause (2), collectively, the “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing thereof, (ii) the conversion thereof of any such Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower from the substantially concurrent issuance of new shares of its common stock or any parent entityother common equity interests, (iii) prepaymentswith respect to subordinated debt, redemptionsto the extent permitted by any applicable subordination provisions, purchasesand (iv) the Borrower may prepay, defeasances and other payments thereof redeem, purchase, defease or otherwise satisfy prior to their the scheduled maturity in an aggregate amount thereof any Junior Financing; provided that at the time made not to exceed (A)(1) the greater of, at the time made, thereof (x) $215,00,000 and the Borrower is in compliance on a Pro Forma Basis with Section 7.12 after giving effect to such action, (y) 35.0% there shall be at least $50,000,000 of Consolidated EBITDA as of the last day of the most recently ended Test Period minus Available Liquidity, both immediately prior to and after such action, and (2z) 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 prepaymentssuch action, redemptionsthe amount of which, purchaseswhen added to the amount of all other such actions under this clause (iv), defeasances and other payments made utilizing amounts specified in clauses (aInvestments under Section 7.02(z) and (bRestricted Payments pursuant to Section 7.06(k) in the immediately preceding twelve months, is in excess of $100,000,000, the definition of Available Amount, no Specified Event of Default Borrower shall have occurred and be continuing or would result therefrom and furnished to the Interest Coverage Ratio as of the end of the most recently ended Test Period, Administrative Agent a Compliance Certificate prepared on a Pro Forma Basis, would be no less than 2.00:1.00), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided which Compliance Certificate shall demonstrate that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma BasisBasis as of the date thereof, no Default (including under Section 7.12) would be deemed to have occurred at such time; provided that, in each case, no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part Default or Event of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made Default shall exist immediately before or immediately after the Closing Date to the 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 giving effect thereto on 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 theretoPro Forma Basis. (b) Amend, modify or change any term or condition of any documentation governing any Junior Financing in a manner that would (i) permit a payment not otherwise permitted by Section 7.07(a), (ii) contravene any manner subordination or intercreditor provisions then in effect or (iii) otherwise be materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entitycompany, (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)(1A) the greater of, at the time made, (x) $215,00,000 185,000,000 and (y) 35.020% 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 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 2.00:1.00therefrom), (iv) 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 payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.003.00:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationcovenant.

Prepayments, Etc. of Indebtedness. (a) Optionally The Borrower will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents shall not be prohibited by this clause)Financing or make any payment in violation of any subordination terms of any Junior Financing, except for (i) the refinancing thereof prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financing with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) payments upon the conversion thereof of any Junior Financing to cash or Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent entityBorrower, (iii) so long as no Event of Default has occurred and is continuing or would arise after giving effect thereto, prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of any Junior Financing in an aggregate amount at the time made not to exceed the sum of (A)(1A) $50,000,000 less any amounts used to make Restricted Payments pursuant to Section 6.04(g)(x) plus (B) the greater ofAvailable Amount; provided that in the case of clause (iii)(B), at the time madeTotal Net Leverage Ratio on a Pro Forma Basis, (x) $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 recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 7.02(t)(ii5.01(a) 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 or (b) of the 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 greater than 2.00:1.00)4.00:1.00, (iv) 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 payments, (i) no Event satisfaction of Default shall have occurred and be continuing or would result therefrom and (ii) any Junior Financing so long as on a Pro Forma Basis the Total Net Leverage Ratio as of the end last day of the most recently ended Test Period, on a Pro Forma Basis, recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) would be no greater than 6.75:1.00), not exceed 3.00 to 1.00 and (v) other prepayments, redemptions, purchases, defeasances and or other payments thereof prior satisfaction of any Junior Financing, when combined with the amount of Restricted Payments made pursuant to their scheduled maturity as part of an applicable high yield discount obligation catch-up paymentSection 6.04(d), (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal not to the aggregate exceed $50,000,000 in any fiscal year (with any unused amount of cash contributions made after the Closing Date to the Borrower in exchange such base amount available 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 use 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 theretonext succeeding fiscal year). (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, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationFinancing.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount Financing (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any the Junior Financing Documents relating to such Junior Debt Documents Financing shall not be prohibited by this clausepermitted), except for (i) the refinancing Refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing Indebtedness, (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent entityParent 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) $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 definition of Available Equity 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 thereof prior to their scheduled maturity (provided that, so long as the Payment Conditions have been satisfied at the time of such prepaymentsprepayment, redemptionsredemption, purchasespurchase, defeasances or other payments, (i) no Event of Default shall have occurred payment and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal 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 aggregate amount of cash contributions date such prepayment, redemption, purchase, defeasance or other payment is made after based upon the Closing Date to the 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 6.01 Financials most recently delivered on 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 thereto.such date; (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any the Junior Debt 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 make or delayed), and excluding permit Holdings and/or the Restricted Subsidiaries to make any such amendment repayment or modification that would not be prohibited under the definition prepayment or (ii) substantially concurrent transfers of “Permitted Refinancing” credit positions in connection 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) intercompany debt restructurings so long as the prepayment, redemption, purchase or other satisfaction of Junior Debt (as so divided and/or reclassified) would be such Indebtedness is permitted by Section 7.03 after giving effect to be made in reliance on the applicable exception or exceptions as of the date of such reclassificationtransfer.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to (X) the date that is one year prior to Senior Unsecured Notes, (Y) the scheduled maturity date thereof Senior Secured Notes or (Z) any Junior Subordinated Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments mandatory prepayments under any the Senior Unsecured Notes, the Senior Secured Notes or such Junior Subordinated Debt Documents and payments of AHYDO Amounts (as defined in the Senior Unsecured Notes Indenture as of the Closing Date) required under the Senior Unsecured Notes Indenture, shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Lead Borrower or any parent entityof its direct or indirect parents (or, after a Qualifying IPO, any Intermediate Holding Company), and (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 ofAvailable Amount, at the time made, provided that (x) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom therefrom, (y) at the time of any such payment and (ii) after giving effect thereto and the Total Leverage Ratio incurrence of any Indebtedness in connection therewith, the Company shall have been in compliance, on a Pro Forma Basis, with the Financial Covenants as of the end of the most recently ended recent Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), Period and (vz) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part in the case of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity any such payment in an amount equal in excess of $50,000,000, the Lead Borrower has delivered to the aggregate amount Administrative Agent a certificate of cash contributions made after a Responsible Officer, together with all relevant financial information reasonably requested by the Closing Date to Administrative Agent, demonstrating the Borrower in exchange for Qualified Equity Interests calculation 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior the Redemption Notes, Senior Unsecured Notes Indenture, Senior Secured Notes Indenture or Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount Specified Indebtedness (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Specified Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityof their direct or indirect parents, (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 $5,000,000 minus amounts reallocated from this clause (A)(1iii) the greater of, at the time made, (x) $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)(ii7.06(j) plus (B) the Available Amount (provided and Section 7.02(t); provided, that, at the time of any such paymentprepayment, with respect to any prepaymentsredemption, redemptionspurchase, purchases, defeasances defeasance and other payments made utilizing amounts specified in clauses (a) and (b) of the 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) payment no Event of Default shall have occurred and be continuing or would result therefrom and (iiiv) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date not to the 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 exceed (A) the Available Amount; provided, constitute a Cure Amount that, at the time of any such prepayment, redemption, purchase, defeasance and other payment (x) no Event of Default shall have occurred and be continuing or “Cure Amount” (as defined in the ABL Facility) would result therefrom and (viiy) other prepaymentsif any such payment is made in reliance on the Available Amount Builder Basket, redemptionsthe LQA Recurring Revenue Leverage Ratio of the Borrower as of the end of the most recently ended Test Period on a Pro Forma Basis, purchaseswould be no greater than 0.75:1.00, defeasances plus (B) the Excluded Contribution Amount (provided, that, at the time of any such prepayment, redemption, purchase, defeasance and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower payment, no Specified Event of Default shall have occurred and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretobe continuing or would result therefrom). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Specified Debt Documents without the consent of the Required Lenders (not to be unreasonably 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. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to: (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount Indebtedness (it being understood that payments of regularly scheduled interest required to be paid in cash and “AHYDO” payments AHYDO Payments (which shall only be permitted to the extent permitted under any such Junior Debt Documents applicable intercreditor or subordination agreement), shall not be prohibited by this clauseclause (a)), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityof its direct or indirect parents, (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 ofunlimited amount, at the time made, (x) $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 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 thereof prior to their scheduled maturity (provided thatso long as, at the time of such prepaymentsprepayment, redemptionsredemption, purchasespurchase, defeasances defeasance or other paymentspayment and after giving Pro Forma Effect thereto and to any related Specified Transaction, (ix) no Event of Default shall have occurred and be continuing or would result therefrom therefrom, and (iiy) the Total Net Leverage Ratio as of the 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, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior prepayments of Indebtedness not otherwise permitted pursuant to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity this Section 5.8 in an amount equal to the aggregate amount not to exceed the greater of cash contributions made after the Closing Date to the 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 FacilityA) $40,000,000 and (viiB) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity 7.5% of LTM EBITDA; (b) Make any payment with respect to intercompany any Indebtedness among the Borrower permitted to be incurred pursuant to Section 5.3(k) at any time that an Event of Default exists and its Subsidiaries permitted under Section 7.03, subject is continuing other than payments pursuant to the subordination provisions applicable thereto.an Excluded Contribution; and (bc) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, Lenders or in their capacity as such, violation of the applicable intercreditor or subordination agreement any term or condition of any Junior Debt 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 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityof its direct or indirect parents, (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)(1A) the greater of, at the time made, of (x) $215,00,000 12,500,000 and (y) 35.025.0% of Consolidated EBITDA as of the last day of Borrower for 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 paymentpayment of Junior Debt, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clauses (a) and (b) the Total Leverage Ratio of the definition of Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom and the Interest Coverage Ratio Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no less greater than 2.00:1.004.50:1.00) plus (B) the Available Amount (provided that, at the time of any such payment, (I) no Event of Default shall have occurred and be continuing or would result therefrom, (II) with respect to any such payment made utilizing amounts specified in clause (a) of the definition of “Available Amount”, and after giving effect thereto, the Total Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 4.50:1.00) and (III) with respect to any such payment made utilizing all other amounts specified in the definition of “Available Amount” (other than specified in clause (a) of the definition thereof), and after giving effect thereto, the Total Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 4.50:1.00) minus (C) the amount of any Investments made pursuant to Section 7.02(t) using availability under clause (iii)(A), (iv) 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 payments, (ix) no Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Total Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.003.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 constitutes a Cure Amount; provided that such Equity Interests will not 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, whole in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited permitted 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the date that is 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 Junior Debt with an outstanding principal amount in excess of the Threshold Amount $50,000,000 (it being understood that payments of regularly scheduled interest interest, mandatory prepayments and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityGBT, (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 amount, measured at the time made of payment, not to exceed (A)(1I) the greater of, at the time made, of (x) $215,00,000 125,000,000 and (y) 35.030% of Consolidated EBITDA as of GBT and its Restricted Subsidiaries for the last day of the Test Period most recently ended Test Period 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 (2II) the amount any General RDP Basket Reallocated Amount and (vi) repayments of Investments loans and advances made by a Non-Loan Party to a Loan Party pursuant to Section 7.02(t)(ii) plus (B) the Available Amount (7.02(d); provided that, at the time repayment of any such payment, loan or advance shall only be permitted to be made with respect the proceeds of a dividend made by such Non-Loan Party to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clauses (a) and (b) of the definition of Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom such Loan Party 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 thereof prior to their scheduled maturity (provided that, at the time repayment of such prepaymentsloan or advance shall be made substantially concurrently with the payment of such dividend; provided, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange that 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 7.087.08(a), in the event that a any such prepayment, redemption, purchase purchase, defeasance or other satisfaction of Junior Debt payment meets the criteria of more than one of the categories described above, the Initial Borrower shallmay, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt item (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 such item (or any portion thereof) so long as the prepayment, redemption, purchase or other satisfaction of Junior Debt such item (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. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of (i) the Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior Subordinated Notes or any other Subordinated Indebtedness (collectively, “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for (iA) the refinancing thereof with the Net Cash Proceeds of of, or in exchange for, any Equity Interest (other than Disqualified Equity Interests) or 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 parent entityRestricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of Refinancing Indebtedness and the Management Fee Agreement with the proceeds of any 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 $40,000,000 and 3.25% of Total Assets, in each case determined at the time made not to exceed (A)(1) the greater ofof such payment, at the time made, (x) $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)(iiExcluded Contributions previously received by Holdings, (E) 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) respect of Junior Financings prior to their scheduled maturity so long as on a pro forma basis on the date any such payment is made, the Consolidated Net Leverage Ratio is less than 3.0 to 1.0 and (b) of the definition of Available Amount, no Specified Event of Default shall have has occurred and be is continuing or would result therefrom and therefrom, (F) if the Interest Coverage Consolidated Net Leverage Ratio as of the end of the most recently ended Test Period(after giving effect to such prepayment, redemption, purchase or defeasance on a Pro Forma Basispro forma basis) is not greater than 4.5 to 1.0, and so long as no Default has occurred and is continuing or would be no less than 2.00:1.00)result therefrom, the Available Amount at such time and (ivG) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of Junior Financings from the net cash proceeds of Equity Interests (provided that, at the time other than Disqualified Equity Interests) of such prepayments, redemptions, purchases, defeasances Holdings or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as make any payment in violation of the end any subordination terms of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretoJunior Financing Documentation. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without Financing Documentation or the consent of the Required Lenders (not to be unreasonably 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 reclassificationSenior Subordinated Notes Indenture.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayMake an optional or voluntary prepayment, redeem, purchase, redemption or purchase or defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior the Senior Notes, any 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 date that is one year prior Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries to the scheduled maturity date thereof extent permitted by any applicable subordination provisions) (collectively, the “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for except: (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 from the substantially concurrent issuance of new shares of its common stock or other common equity interests; (iii) any prepayment, redemption, purchase, defeasance or other satisfaction of the Senior Notes or any parent entityIndebtedness 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, (iiiy) 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 at the time made not to exceed (A)(1) the greater of, at the time made, Available Amount; provided (x) $215,00,000 no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (y) 35.0% of solely with respect to clause (v) above, the Consolidated EBITDA Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended Test Period minus (2) 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 amount Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of Investments made the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 7.02(t)(ii6.1 and on a pro forma basis; (vi) plus 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; (Bvii) the Available Amount additional payments of or in respect of Junior Financing in an amount not to exceed $20,000,000; (provided that, at the time of any such payment, with respect to any viii) additional prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified repayments in clauses respect to Junior Financings so long as (ax) and (b) the Consolidated Total Leverage Ratio as of the definition last day of Available Amountthe 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 4.75:1.00, (y) no Specified Default or Event of Default shall have occurred exist immediately before or immediately after giving effect thereto on a pro forma basis and be continuing or would result therefrom and (z) the Interest Coverage Ratio Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the end fiscal quarter of the Parent Borrower most recently ended Test Period, for which financial statements have been delivered pursuant to Section 6.1 and on a Pro Forma Basis, would be no less than 2.00:1.00), pro forma basis; and (ivix) other additional prepayments, redemptions, purchases, defeasances and other payments thereof prior repayments in respect to their scheduled maturity Junior Financings in an amount not to exceed in the aggregate any unused amount under Section 7.6(d)(i); provided that any amounts utilized pursuant to this clause (provided thata)(ix), at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Periodreduce, on a Pro Forma Basisdollar for dollar basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior the amounts available under such section to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretomake Restricted Payments. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any documentation governing any Junior Debt Documents without 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 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 DebtLenders. For purposes of determining compliance with this Section 7.087.8, (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 other available exemption and (B) in the event that a prepayment, redemption, purchase payment (or other satisfaction of Junior Debt any portion thereof) meets the criteria of one or more than one of the categories of permitted payments (or any portion thereof) described abovein this Section 7.8, the Borrower shallParent Borrower, in its sole discretion, may divide or classify or divide any such prepayment, redemption, purchase or other satisfaction of Junior Debt payment (or any portion thereof) in any manner that complies with this covenant Section 7.8 and may later divide will be entitled to only include the amount and reclassify any prepayment, redemption, purchase or other satisfaction type of Junior Debt such payment (or any portion thereof) so long as the prepayment, redemption, purchase in one or other satisfaction of Junior Debt more (as so divided and/or reclassifiedrelevant) would be permitted to be made in reliance on the applicable exception or exceptions as of the date of above clauses (or any portion thereof) and such reclassificationpayment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof).

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) any New Senior Notes, any Retained Existing Notes, any Permitted Additional Notes or any other Indebtedness (or guarantees in respect thereof) that is subordinated to the Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clause), except for Financing”) except (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Term Loans pursuant to Section 2.05(b), ; (ii) the refinancing thereof with the Net Cash Proceeds of any Specified Equity Contribution made substantially contemporaneously with such prepayment, redemption, purchase, defeasance or other satisfaction; (iii) prepayments and redemptions of Repurchased Existing Notes; (iv) on or after September 30, 2015, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may redeem a portion of the New Senior Toggle Notes in an aggregate principal amount equal to the product of (x) $30,000,000 and (y) a fraction (which, for the avoidance of doubt, cannot exceed one), the numerator of which is the aggregate principal amount of such Indebtedness outstanding on such date for United States federal income tax purposes and the denominator of which is $1,500,000,000; (v) beginning on the fifth anniversary of the date of issuance of the New Senior Toggle Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness; (vi) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower Parent or any parent entity, of its direct or indirect parents; (iiivii) prepaymentsso long as no Default is continuing or would result therefrom, 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 at the time of Restricted Payments made pursuant to Section 7.06(l), not to exceed the sum of (A)(11) the greater of, at the time made, (x) of $215,00,000 and (y) 35.0550,000,000 or 1.75% of Consolidated EBITDA as of the last day of the most recently ended Test Period minus Total Assets at such time and (2) the amount of Investments made Available Amount at such time; and (viii) the Parent Borrower may redeem, defease or discharge any AMFM Notes or Designated 2010 Retained Existing Notes not purchased pursuant to Section 7.02(t)(ii) plus the tender offers made in connection with the Debt Repayment; and (Bix) the Available Amount Parent Borrower may prepay, redeem, purchase (provided that, at including pursuant to an offer to purchase) the time New Senior Notes with the proceeds of any asset disposition to the extent such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clauses (a) and (b) of the 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, proceeds are (i) no Event of Default shall have occurred not required to be used to prepay the Term Loans in accordance with Section 2.05(b)(ii)(A) and be continuing or would result therefrom are not used to voluntarily prepay the Term Loans in accordance with Section 2.05(a) and (ii) required to be so applied under the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretoNew Senior Notes Indentures. (b) Make any payment in violation of any subordination terms of any Junior Financing Documentation. (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation, Retained Existing Notes Indenture, the CCO Cash Management Arrangements, the CCU Notes or the CCO Intercompany Agreements, in each case without the consent of the Administrative Agent and the Required Lenders (not to be unreasonably withheld withheld); it being understood and agreed that any extension of the CCO Cash Management Arrangements, the CCU Notes or delayed)the CCO Intercompany Agreements, and excluding or 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, change in the event that a prepayment, redemption, purchase or other satisfaction interest rate on the CCU Notes approved by the Board of Junior Debt meets the criteria of more than one Directors of the categories described aboveParent Borrower, 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 will be permitted deemed not to be made in reliance on materially adverse to the applicable exception or exceptions as interests of the date of such reclassificationLenders.

Prepayments, Etc. of Indebtedness. (a) Optionally The Parent will not, and will not permit any Restricted Subsidiary to (i) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to any Indebtedness (other than Permitted First Priority Indebtedness, Indebtedness under the date that is one year prior to Revolving Loan Credit Agreement and Ordinary Course Indebtedness) (collectively, together with any Permitted Refinancing of the scheduled maturity date thereof foregoing, “Junior Financing”), or make any payment in violation of any subordination terms of any Junior Debt with Financing Documentation, except (x) a prepayment of Junior Financing made at an outstanding principal amount aggregate price not in excess of the Threshold Available Amount on the date of such election that the Borrower elects to apply to this Section 10.07(a)(i), such election to be specified in a written notice of a Senior Officer of the Borrower calculating in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied; provided that (it being understood that payments of regularly scheduled interest A) immediately before and “AHYDO” payments under immediately after giving Pro Forma Effect to any such Junior Debt Documents prepayment, no Default or Event of Default shall not have occurred and be prohibited by this clausecontinuing; and (B) immediately after giving effect to any such prepayment, the Senior Secured Leverage Ratio determined on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom), except as if such prepayment had occurred at the beginning of the most recent Test Period for which financial statements have been delivered pursuant to clause (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interestsa) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), b) of Section 9.01 shall be less than 3.25:1.00 and (iiy) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower ; or 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) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Administrative Agent or the Lenders any term or condition of any Junior Debt Documents without Financing Documentation in respect of any Junior Financing with a principal amount (individually or when aggregated with any other Junior Financing so affected as part of a related series of transactions) that exceeds $50,000,000. (b) The Parent will not waive, amend, modify, terminate or release any Junior Financing with a principal amount (individually or when aggregated with any other Junior Financing so affected as part of a related series of transactions) that exceeds $50,000,000 to the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding extent that any such amendment waiver, amendment, modification, termination or modification that release would not be prohibited under adverse to 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) Lenders 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 reclassificationmaterial respect.

Prepayments, Etc. of Indebtedness. (a) Optionally The Parent Entity will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents shall not be prohibited by this clause)Subordinated Indebtedness or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except for (i) the refinancing thereof of Subordinated Indebtedness with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) the conversion thereof of any Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent entityParent Entity, (iii) the prepayment of Subordinated Indebtedness of the Parent Entity or any Restricted Subsidiary to the Parent Entity or any Restricted 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 Subordinated Indebtedness in an aggregate amount at the time made not to exceed the Available Amount so long as (A)(11) the greater of, at the time made, (x) $215,00,000 no Event of Default has occurred and is continuing and (y2) 35.0% of Consolidated EBITDA after giving effect to such prepayment, on a Pro Forma Basis the Parent Entity would be in compliance with Section 6.09 as of the last day of the most recently ended Test Period minus recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), (2v) prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness so long as (x) no Event of Default has occurred and is continuing and (y) after giving effect to such prepayment, on a Pro Forma Basis the Consolidated Leverage Ratio would be less than or equal to 1.5 to 1.0 as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), (vi) prepayments, redemptions, purchases or defeasances of Subordinated Indebtedness out of the net cash proceeds of a sale of Qualified Equity Interests (other than a sale to the Parent Entity or a Restricted Subsidiary) to the extent such net cash proceeds are excluded from the calculation of the Available Amount, (vii) prepayments, redemptions, purchases, defeasances and other payments in an aggregate amount not to exceed, together with the aggregate amount of Restricted Payments made pursuant to Section 6.04(j) and the aggregate amount of Investments made pursuant to Section 7.02(t)(ii6.05(t), $500,000,000 and (viii) 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 in respect of Subordinated Indebtedness made utilizing amounts specified in clauses (a) and (b) of the 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 during a Covenant Suspension Period, on a Pro Forma Basis, would be no less than 2.00:1.00), (iv) 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 payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) AmendExcept during a Covenant Suspension Period, Parent 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, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationSubordinated Indebtedness.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior the Senior Notes (if any), the Bridge Facility (if any), any Permitted Incremental Equivalent Debt, any Permitted External Refinancing Debt, any Indebtedness permitted by Section 8.03(h) or any other Indebtedness that is subordinated to the date that is one year prior Loan Obligations expressly by its terms (other than Indebtedness among the Parent and its Subsidiaries) to the scheduled maturity date thereof extent permitted by any applicable subordination provisions (collectively, the “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing thereof, (ii) the conversion thereof of any such Junior Financing to Equity Interests Capital Stock (other than Disqualified Equity InterestsStock) of the Borrower Parent from the substantially concurrent issuance of new shares of its common stock or any parent entity, other common equity interests and (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior repayments in respect to their scheduled maturity Junior Financings in an aggregate amount at the time made not to exceed (A)(1A) $20,000,000 less the aggregate amount of all Restricted Payments made pursuant to Section 8.06(d)(i) plus (B) the greater of, at the time made, Available ECF Amount; provided (x) $215,00,000 no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis and (y) 35.0% of solely with respect to clause (B) above, the Consolidated EBITDA Total Net Leverage Ratio as of the last day of the fiscal quarter of the Parent most recently ended Test Period minus (2) the amount of Investments made pursuant to for which financial statements have been delivered under Section 7.02(t)(ii) plus (B) the Available Amount (provided that7.01, 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 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, determined on a Pro Forma Basis, would be no is less than 2.00:1.00), (iv) 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 payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto4.25:1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any documentation governing any Junior Debt Documents without Financing in a manner that would permit a payment not otherwise permitted by Section 8.12(a), would contravene any subordination or intercreditor provisions then in effect or would otherwise be materially adverse to the consent interest of the Required Lenders (not to be unreasonably 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 reclassificationLenders.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) any New Senior Notes, any Retained Existing Notes, any Permitted Additional Notes or any other Indebtedness (or guarantees in respect thereof) that is subordinated to the Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clause), except for Financing”) except (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), ; (ii) the refinancing thereof with the Net Cash Proceeds of any Specified Equity Contribution made substantially contemporaneously with such prepayment, redemption, purchase, defeasance or other satisfaction; (iii) prepayments and redemptions of Repurchased Existing Notes. (iv) on or after September 30, 2015, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may redeem a portion of the New Senior Toggle Notes in an aggregate principal amount equal to the product of (x) $30,000,000 and (y) a fraction (which, for the avoidance of doubt, cannot exceed one), the numerator of which is the aggregate principal amount of such Indebtedness outstanding on such date for United States federal income tax purposes and the denominator of which is $1,500,000,000; (v) beginning on the fifth anniversary of the date of issuance of the New Senior Toggle Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness; (vi) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower Parent or any parent entity, of its direct or indirect parents; (iiivii) prepaymentsso long as no Default is continuing or would result therefrom, 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 at the time of Restricted Payments made pursuant to Section 7.06(l), not to exceed the sum of (A)(11) the greater of, at the time made, (x) of $215,00,000 and (y) 35.0550,000,000 or 1.75% of Consolidated EBITDA as of the last day of the most recently ended Test Period minus Total Assets at such time and (2) the amount of Investments made Available Amount at such time; and (viii) the Parent Borrower may redeem, defease or discharge any AMFM Notes or Designated 2010 Retained Existing Notes not purchased pursuant to Section 7.02(t)(ii) plus the tender offers made in connection with the Debt Repayment, (Bix) the Available Amount Parent Borrower may prepay, redeem, purchase (provided that, at including pursuant to an offer to purchase) Indebtedness outstanding under any New Senior Notes with the time proceeds of any asset disposition to the extent such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clauses (a) and (b) of the 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, proceeds are (i) no Event of Default shall have occurred not required to be used to prepay the CF Facilities under the CF Credit Agreement and be continuing or would result therefrom are not used to voluntarily prepay the CF Facilities and (ii) required to be so applied under the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretoNew Senior Notes Indentures. (b) Make any payment in violation of any subordination terms of any Junior Financing Documentation; and (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation, Retained Existing Notes Indenture, the CCO Cash Management Arrangements, the CCU Notes or the CCO Intercompany Agreements, in each case without the consent of the Administrative Agent and the Required Lenders (not to be unreasonably withheld withheld); it being understood and agreed that any extension of the CCO Cash Management Arrangements, the CCU Notes or delayed), and excluding the CCO Intercompany Agreements or 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, change in the event that a prepayment, redemption, purchase or other satisfaction interest rate on the CCU Notes approved by the Board of Junior Debt meets the criteria of more than one Directors of the categories described aboveParent Borrower, 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 will be permitted deemed not to be made in reliance on materially adverse to the applicable exception or exceptions as interests of the date of such reclassificationLenders.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayMake any Restricted Debt Payments (whether in cash, redeemsecurities or other property) of or in respect of the Indebtedness incurred pursuant to Section 7.03(b), purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess Financing, any Indebtedness incurred pursuant to Section 7.03(o) or any Permitted Refinancing of any thereof (collectively, the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseRestricted Debt”), except for except: (i) so long as no Change of Control would result therefrom, Restricted Debt Payments in the refinancing thereof with the Net Cash Proceeds form of any Equity Interest Interests (other than Disqualified Equity Interests) of Holdings or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)any Intermediate Holding Company, (ii) the conversion thereof of such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent entity, Intermediate Holding Company; (ii) payments of principal as and when due in respect of any Restricted Debt (subject to applicable subordination provisions relating thereto); (iii) prepayments, redemptions, purchases, defeasances and Restricted Debt Payments with the net proceeds of any Permitted Equity Issuances (other payments thereof prior than Specified Equity Contributions or 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) $215,00,000 and (y) 35.0% of Consolidated EBITDA as extent part 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 definition of Available Amount, no Specified Event ) for the purpose of Default shall have occurred and be continuing making such payment 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), prepayment; (iv) Restricted Debt Payments from any Permitted Refinancing thereof; and (v) other prepaymentsRestricted Debt Payments, 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 payments, so long as (i) no Event of Default shall have occurred and be continuing then exists or would arise as a result therefrom of the making of such payment and (ii) both immediately prior to and after giving effect to the Total Leverage Ratio as making of such payment, the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretoExcess Availability Condition has been satisfied. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation without the consent of the Required Lenders (not to be unreasonably 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 reclassificationAdministrative Agent.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) any New Senior Notes, any Retained Existing Notes, any Permitted Additional Notes or any other Indebtedness (or guarantees in respect thereof) that is subordinated to the Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clause), except for Financing”) except: (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Term Loans pursuant to Section 2.05(b), ; (ii) the refinancing thereof with the Net Cash Proceeds of any Specified Equity Contribution made substantially contemporaneously with such prepayment, redemption, purchase, defeasance or other satisfaction; (iii) prepayments and redemptions of Repurchased Existing Notes; (iv) on or after September 30, 2015, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may redeem a portion of the New Senior Toggle Notes in an aggregate principal amount equal to the product of (x) $30,000,000 and (y) a fraction (which, for the avoidance of doubt, cannot exceed one), the numerator of which is the aggregate principal amount of such Indebtedness outstanding on such date for United States federal income tax purposes and the denominator of which is $1,500,000,000; (v) (a) beginning on the fifth anniversary of the date of issuance of the New Senior Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness; provided that, with respect to any New Senior Toggle Notes that are exchanged into new senior notes after the Amendment No. 2 Effective Date in connection with a proposed exchange offer that the Parent Borrower has publicly announced prior to the Amendment No. 2 Effective Date (as such exchange offer may be amended in accordance with its terms) (such new senior notes, “LBO Exchange Notes”), Parent Borrower or a Restricted Subsidiary may make a cash payment to holders of New Senior Toggle Notes that are exchanging their New Senior Toggle Notes into LBO Exchange Notes, in an amount that does not exceed $70 for each $1,000 in principal amount of New Senior Toggle Notes that are tendered for exchange and accepted by the Parent Borrower, in lieu of the issuance of LBO Exchange Notes in the amount of such cash payment, and such payment may be made at the time of such exchange (regardless of whether such exchange occurs prior to the fifth anniversary of the date of issuance of the New Senior Notes) so long as an “AHYDO catch-up payment” had not previously been made on such New Senior Toggle Notes prior to such exchange and no Default has occurred or is continuing and (b) beginning on the fifth anniversary of the date of issuance of any LBO Exchange Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness; (vi) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower Parent or any parent entity, of its direct or indirect parents; (iiivii) prepaymentsso long as no Default is continuing or would result therefrom, 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 at the time of Restricted Payments made pursuant to Section 7.06(l), not to exceed the sum of (A)(11) the greater of, at the time made, (x) of $215,00,000 and (y) 35.0550,000,000 or 1.75% of Consolidated EBITDA as of the last day of the most recently ended Test Period minus Total Assets at such time and (2) the amount of Investments made Available Amount at such time; (viii) the Parent Borrower may redeem, defease or discharge any AMFM Notes or Designated 2010 Retained Existing Notes not purchased pursuant to Section 7.02(t)(ii) plus the tender offers made in connection with the Debt Repayment; (Bix) the Available Amount Parent Borrower may prepay, redeem, purchase (provided that, at including pursuant to an offer to purchase) the time New Senior Notes with the proceeds of any asset disposition to the extent such paymentproceeds are (i) not required to be used to prepay the Term Loans in accordance with Section 2.05(b)(ii)(A) and are not used to voluntarily prepay the Term Loans in accordance with Section 2.05(a) and (ii) required to be so applied under the New Senior Notes Indenture; and (x) so long as (i) no Default is continuing or would result therefrom and (ii) no Tranche A Term Loans with a Maturity Date on or prior to January 30, with respect to any prepayments2016 shall be then outstanding, redemptions, purchases, defeasances and other payments made utilizing amounts specified using cash on hand in clauses (a) and (b) an aggregate amount not to exceed $200,000,000 in respect of the definition of Available AmountJunior Financings with a final scheduled maturity on or before January 30, 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 thereof 2016 prior to their scheduled maturity (maturity; provided that, at the time of that such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default Junior Financings shall have occurred and be continuing or would retired as a result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretothereof. (b) Make any payment in violation of any subordination terms of any Junior Financing Documentation. (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation, Existing Notes Indenture, the CCO Cash Management Arrangements, the CCU Notes or the CCO Intercompany Agreements, in each case without the consent of the Administrative Agent and the Required Lenders (not to be unreasonably withheld withheld); it being understood and agreed that any extension of the CCO Cash Management Arrangements, the CCU Notes or delayed)the CCO Intercompany Agreements, and excluding or 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, change in the event that a prepayment, redemption, purchase or other satisfaction interest rate on the CCU Notes approved by the Board of Junior Debt meets the criteria of more than one Directors of the categories described aboveParent Borrower, 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 will be permitted deemed not to be made in reliance on materially adverse to the applicable exception or exceptions as interests of the date of such reclassificationLenders.

Prepayments, Etc. of Indebtedness. (a) Optionally The Borrower will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents shall not be prohibited by this clause)Financing or make any payment in violation of any subordination terms of any Junior Financing, except for (i) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financing as part of the refinancing thereof Target Refinancing (or, in the case of Junior Financing initially incurred by an Acquired Entity or Business, as part of the transactions consummated in connection with the acquisition of such entity or business) or with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent in respect of such Indebtedness constitutes a Permitted Refinancing)Junior Financing, (ii) payments upon the conversion thereof of any Junior Financing to cash or Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent entityBorrower, (iii) so long as no Event of Default has occurred and is continuing or would arise after giving effect thereto, prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of any Junior Financing in an aggregate amount at the time made not to exceed the sum of (A)(1A) $125,000,000 less any amounts used to make Restricted Payments pursuant to Section 6.04(g)(x) plus (B) the greater ofAvailable Amount; provided that in the case of clause (iii)(B), at the time madeTotal Net Leverage Ratio on a Pro Forma Basis, (x) $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 recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 7.02(t)(ii5.01(a) 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 or (b) of this Agreement (or, prior to the definition of Available Amountinitial delivery under this Agreement, 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 BasisAmended and Restated Credit Agreement), would be no less greater than 2.00:1.00)4.50:1.00, (iv) 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 payments, (i) no Event satisfaction of Default shall have occurred and be continuing or would result therefrom and (ii) any Junior Financing so long as on a Pro Forma Basis the Total Net Leverage Ratio as of the end 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) of this Agreement (or, on a Pro Forma Basisprior to the initial delivery under this Agreement, of the Amended and Restated Credit Agreement) would be no greater than 6.75:1.00), not exceed 3.50 to 1.00 and (v) other prepayments, redemptions, purchases, defeasances and or other payments thereof prior satisfaction of any Junior Financing, when combined with the amount of Restricted Payments made pursuant to their scheduled maturity as part of an applicable high yield discount obligation catch-up paymentSection 6.04(d), (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal not to the aggregate exceed $125,000,000 in any fiscal year (with any unused amount of cash contributions made after the Closing Date to the Borrower in exchange such base amount available 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 use 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 theretonext succeeding fiscal year). (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, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationFinancing.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayMake any Restricted Debt Payments (whether in cash, redeemsecurities or other property) of or in respect of the Senior Notes, purchaseany Permitted Additional Debt, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess Financing (other than the Subordinated Contribution Note), any Excluded Sale-Leaseback or any Permitted Refinancing of the Threshold Amount foregoing (it being understood that payments of regularly scheduled interest and collectively, the “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseRestricted Debt”), except for except: (i) Restricted Debt Payments in the refinancing thereof with the Net Cash Proceeds form of Equity Interests (so long as no Change in Control would result therefrom) of Holdings or any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Intermediate Holding Company, (ii) the conversion thereof of such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent entity, Intermediate Holding Company (as long as no Change in Control would result therefrom); (ii) payments of principal as and when due in respect of any Restricted Debt (subject to applicable subordination provisions relating thereto); (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity Restricted Debt Payments with the Net Cash Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment; (iv) Restricted Debt Payments from any Permitted Refinancing thereof; (v) Restricted Debt Payments in an aggregate amount at the time made not to exceed (A)(1) the greater of, at the time made, (x) $215,00,000 and (y) 35.0% of Consolidated EBITDA as respect of the last day Subordinated Captive Insurance Note so long as no Default then exists or would arise as a result of the most recently ended Test Period minus making of such payment and such payments are not restricted by the subordination provisions thereof; and (2vi) other Restricted Debt Payments, so long as (A) no Default then exists or would arise as a result of the amount making of Investments made pursuant to Section 7.02(t)(ii) plus such payment, and (B) both immediately prior to and after giving effect to the Available Amount (provided that, at the time making of any such payment, either (1) the Pro Forma Excess Availability Condition (Certain Covenants) has been satisfied with respect thereto and after giving effect to any prepaymentsthe making of such payment, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clauses (a) and (b) of the definition of Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom and the Interest Consolidated Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period, (calculated on a Pro Forma Basis, would be no less than 2.00:1.00), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at for the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the Test Period most recently ended Test Periodprior to such payment, was at least 1.25 to 1.0; provided that for purposes of calculating the Consolidated Fixed Charge Coverage Ratio under this clause (1), payments being made hereunder shall be added to Debt Service Charges, or (2) the Pro Forma Excess Availability Condition has been satisfied with respect thereto and after giving effect to the making of such payment, the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof for the Test Period most recently ended prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up such payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior was at least 1.25 to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto1.0. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Financing Documentation, any Senior Note Document, any Permitted Additional Debt Documents or any documents relating to any Permitted Refinancing of the foregoing without the consent of the Required Lenders (Administrative Agent; provided that amending, modifying or changing any Senior Note Documents, any Additional Permitted Debt Documents or any documents relating to any Permitted Refinancing of the foregoing to secure the obligations with respect thereto by Liens on the Collateral which are junior to the Liens securing the Obligations and subject to the Senior Note Intercreditor Agreement and/or a customary intercreditor agreement reasonably satisfactory to the Administrative Agent, to the extent such Liens are permitted by Section 7.01 hereof, shall not be deemed to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under materially adverse to the definition interests of “Permitted Refinancing” with respect to such Junior Debtthe Lenders. For purposes the avoidance of determining compliance with this Section 7.08doubt, any amendment, modification or change to any term or provision contained in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one any of the categories described aboveSenior Note Documents, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior any Additional Permitted Debt (Documents or any portion thereof) in documents relating to any manner that complies with this covenant Permitted Refinancing of the foregoing which directly or indirectly restricts, prohibits or otherwise limits the amount of secured Loans and may later divide and reclassify any prepayment, redemption, purchase or other satisfaction secured Letters 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 Credit permitted to be made in reliance on incurred by the applicable exception Borrowers and the Guarantors under this Agreement or exceptions as any of the date other Loan Documents, shall be deemed to be materially adverse to the interests of such reclassificationthe Lenders.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to loans under any Subordinated Debt (other than Indebtedness among any of Holdings and its Restricted Subsidiaries) or Junior Financing Debt (including Indebtedness under the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount Second Lien Loan Documents) (it being understood that payments of regularly scheduled interest (including capitalization of interest), applicable high yield debt obligation payments and “AHYDO” payments mandatory prepayments under any such Junior Subordinated Debt Documents or any such documentation governing Junior Financing Debt, including the Second Lien Loan Documents, shall not be prohibited by this clause), except for for: (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entity, Holdings; and (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate individual amount at the time made not to exceed exceed: (A)(1A) so long as no Event of Default is continuing or would result therefrom, the net cash proceeds received by Holdings after the Closing Date pursuant to contributions to its common equity capital or issuances of Equity Interests (other than Disqualified Equity Interests) of Holdings (other than received as a Cure Amount and to the extent not otherwise used under this Agreement or applied to the Available Amount) that are used substantially contemporaneously to make such prepayments, redemptions, purchases, defeasances and other payments; plus (B) so long as no Event of Default is continuing or would result therefrom, together with other amounts made in reliance on this clause (B), the greater of, at the time made, of (x) $215,00,000 5,000,000 and (y) 35.010% of Consolidated EBITDA of Holdings (calculated on a Pro Forma Basis) 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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or and other payments; plus (C) the Available Amount; provided, (i) if any such prepayment, redemption, purchase, defesances or other payment is made utilizing amounts pursuant to clause (a) of the definition of “Available Amount”, after giving Pro Forma Effect thereto, the Total Leverage Ratio (calculated on a Pro Forma Basis) is not greater than 4.00:1.00 as of the last day of the Test Period most recently ended on or prior to the making of such prepayment, redemption, purchase, defeasance and other payment and (ii) no Event of Default shall have occurred and be continuing or would result therefrom and therefrom; plus (iiD) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other additional prepayments, redemptions, purchases, defeasances and other payments thereof payments; provided, after giving Pro Forma Effect thereto, (1) the Total Leverage Ratio (calculated on a Pro Forma Basis) is not greater than 3.50:1.00 as of the last day of the Test Period most recently ended on or prior to their scheduled maturity as part the making of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 purchase, defeasance and other payment and (2) no Default or other satisfaction Event of Junior Debt (Default shall have occurred and be continuing 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 reclassificationresult therefrom.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entitycompany, (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)(1A) the greater of, at the time made, (x) $215,00,000 185,000,000 and (y) 35.020% 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 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 2.00:1.00therefrom), (iv) 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 payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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.than

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to Second Lien Term Loans or the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount Holdings Loans (it being understood that payments of regularly scheduled interest and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents the Second Lien Term Loans shall not be prohibited by this clausepermitted), or prepay, redeem, purchase, defease or otherwise satisfy in any manner (whether in cash or otherwise) the Shareholder Loans, or make any payment of cash interest on the Shareholder Loans, except for (i) in the case of the Second Lien Term Loans only, the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)) or the prepayment thereof with Declined Proceeds, (ii) in the case of Second Lien Term Loans only, the conversion thereof of any Second Lien Term Loans to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent entityof its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of the Second Lien Term Loans or the Holdings Loans prior to their scheduled maturity or the Shareholder Loans in an aggregate amount, together with the aggregate amount at the time of Restricted Payments made pursuant to Section 7.06(n), not to exceed the sum of (A)(1A) (I) $15,000,000 at all times when the Senior Secured Leverage Ratio is greater than 4.00:1.00, or (II) $25,000,000 when the Senior Secured Leverage Ratio is less than or equal to 4.00:1.00, in each case determined on a Pro Forma Basis for the Restricted Payment, (B) the greater ofamount of the Net Cash Proceeds of Permitted Equity Issuances that are Not Otherwise Applied, at and (C) the time madeAvailable Amount that is Not Otherwise Applied and (iv) in the case of the Shareholder Loans only, (A) after the fourth anniversary of the Closing Date, the Borrower may make payments on the Shareholder Loans incurred by it in an amount equal to regularly scheduled interest on the Holdings Loans accruing after such fourth anniversary, so long as (x) $215,00,000 Holdings uses the proceeds of such payments to pay such interest on the Holdings Loans 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 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 thereof prior to their scheduled maturity (provided that, exists at the time of such prepaymentspayment or (B) at any time, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of Borrower may make interest payments to Holdings on the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other Shareholder Loans if such payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal are funded by additional shareholder loans from Holdings to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt the Second Lien Loan Documents, the Holdings Credit Agreement, the Shareholder Loan Documents or Section 4.7 of the Securityholders Agreement without the consent of the Required Lenders (not to be unreasonably 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 reclassificationAdministrative Agent.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled 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 Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entitycompany, (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)(1A) the greater of, at the time made, (x) $215,00,000 1695,000,000 and (y) 35.030% 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 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 2.00:1.00therefrom), (iv) 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 payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.003.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the 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 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationcovenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Subordinated Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityof its direct or indirect parents (or, after a Qualifying IPO, any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity of Subordinated Debt in an aggregate amount at the time made not to exceed (A)(1A) the greater of, at the time made, of (x) $215,00,000 35,000,000 and (y) 35.040% of Consolidated EBITDA of the Borrower 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) for which financial statements are available as determined on a Pro Forma Basis, plus (B) the Available Amount (Amount; provided that, that at the time of any such payment, with respect to any prepayments, redemptions, purchasesredemptions, purchases defeasances and or other payments made satisfaction prior to maturity of Subordinated Debt utilizing amounts specified in clauses (a) and pursuant to clause (b) of the 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (ix) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (iiy) the Total Leverage Ratio on a Pro Forma Basis as of the end last day of the most recently ended Test Period, on a Pro Forma Basis, Period for which financial statements are available would be no greater less than 6.75:1.00), or equal to 3.25:1.00 and (viv) other prepayments, redemptions, purchases, defeasances and other payments thereof of Subordinated Debt prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their its scheduled maturity in an amount equal to unlimited amount, so long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, and the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests First Lien Leverage Ratio on a Pro Forma Basis as of the Borrower, except to last day of 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 theretomost recently ended Test Period for which financial statements are available would not exceed 2.75:1.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date any Junior DebtSubordinated Debt in an amount that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount $50,000,000 (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents shall not be prohibited by this clause), ) except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityof its 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 at the time made not to exceed (A)(1A) the greater of, at the time made, of (x) $215,00,000 2540,000,000 and (y) 35.020% of Consolidated EBITDA as of the last day of Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) calculated on a Pro Forma Basis, plus (B) the Available Amount Amount, (provided that, that at the time of any such paymentprepayment, with respect to any prepaymentsredemption, redemptionspurchase, purchases, defeasances and defeasance or other payments made utilizing amounts specified payment (x) in clauses (a) and reliance on clause (b) of the definition of “Available Amount, ” no Specified Event of Default shall have occurred and be continuing or would result therefrom and (y) the Interest Coverage 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 less greater than 2.00:1.005.00:1.00), plus (C) the Excluded Contribution Amount, and (iv) 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 payments, (ix) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) 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 6.75:1.003.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepayMake any Restricted Debt Payments (whether in cash, redeem, purchase, defease securities or otherwise satisfy prior to the scheduled maturity thereof other property) of or in any manner prior to the date that is one year prior to the scheduled maturity date thereof respect of any Junior Debt with an outstanding principal amount in excess of Financing (other than the Threshold Amount Subordinated Contribution Note) (it being understood that payments of regularly scheduled interest and collectively, the “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseRestricted Debt”), except for except: (i) Restricted Debt Payments in the refinancing thereof with the Net Cash Proceeds form of Equity Interests (so long as no Change in Control would result therefrom) of Holdings or any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Intermediate Holding Company, (ii) the conversion thereof of such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of Holdings or any Intermediate Holding Company (as long as no Change in Control would result therefrom); (ii) payments of principal as and when due in respect of any Restricted Debt; (iii) Restricted Debt Payments with the Net Cash Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment; (iv) Restricted Debt Payments from any Permitted Refinancing thereof; (v) Restricted Debt Payments in respect of the Subordinated Captive Insurance Note so long as no Default then exists or would arise as a result of the making of such payment and such payments are not restricted by the subordination provisions thereof; (vi) other Restricted Debt Payments, so long as (A) no Default then exists or would arise as a result of the making of such payment, and (B) the aggregate amount of such Restricted Debt Payments, when combined with the amount of Restricted Payments pursuant to Section 7.06(k), do not exceed (i) the sum of (x) $35,000,000 plus (y) if the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.90 to 1.00, the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this paragraph, and (ii) additional amounts if the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.00 to 1.00; and (vii) the prepayment of Indebtedness of Holdings, the Borrower or any parent entityRestricted Subsidiary to Holdings, (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) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, except or any Restricted Subsidiary to the extent utilized in connection with any other transaction permitted not prohibited 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation or any documents relating to any Permitted Refinancing of the foregoing without the consent of the Required Lenders Administrative Agent (which consent shall not to be unreasonably withheld withheld, conditioned 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior any of the Senior Notes, any Permitted Ratio Debt or any unsecured Specified Refinancing Debt or Senior Secured Notes that are (pursuant to the date that is one year prior to definition thereof) unsecured (collectively, together with any Permitted Refinancing of the scheduled maturity date thereof foregoing, “Junior Financing”), or make any payment in violation of any subordination terms of any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clause)Financing Documentation, except for (i) a prepayment of Junior Financing made using the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.14(a)(i), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that (A) immediately before and immediately after giving Pro Forma Effect to any such prepayment, no Default shall have occurred and be continuing; and (B) immediately after giving effect to any such prepayment, (x) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the Interest Coverage Ratio covenant set forth in Section 7.11 and with a maximum Total Leverage Ratio of 5.25:1, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such prepayment had been made as of the first day of the fiscal period covered thereby and evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail, and (y) at least $20,000,000 of the Revolving Credit Facility shall be available for the borrowing of Revolving Credit Loans, (ii) the refinancing thereof of the Senior Notes or any other Junior Financing with the Net Cash Proceeds of any Permitted Ratio Debt or of any Permitted Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Issuance, in each case, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Loans or Facility pursuant to Section 2.05(b), (iiiii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or 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) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00)[reserved], (v) other prepaymentsthe prepayment of any Junior Financing or Permitted Refinancing thereof, redemptionsin an aggregate amount not to exceed (x) $10,000,000 plus (y) the amount, purchasesif any, defeasances that is then available for Restricted Payments pursuant to Section 7.06(f)(1) (as such amount may be reduced from time to time in accordance with the terms of such Section 7.06(f)(1)), and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal the redemption of the Discharged Existing Notes pursuant to the aggregate amount of cash contributions made after the Closing Date redemption notice referred to the 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 thereto. definition thereof; or (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Administrative Agent or the Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationFinancing Documentation.

Prepayments, Etc. of Indebtedness. (a) Optionally None of Holdings, the Borrower or any of its Restricted Subsidiaries shall voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under principal shall be permitted) any such Junior Debt Documents shall not be prohibited by this clause)Financing or Senior Notes, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes constituting a Permitted Refinancing), (ii) the conversion thereof of any Junior Financing or Senior Notes to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent entityof its direct or indirect parents, (iii) voluntary prepayments, redemptions, purchases, defeasances and other payments thereof satisfaction in respect of Junior Financings or Senior Notes 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$100,000,000, (xiv) $215,00,000 and (y) 35.0% of Consolidated EBITDA if the Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period minus (2) the amount of Investments made for which financial statements were required to have been delivered pursuant to Section 7.02(t)(ii6.01(a) plus or (Bb), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such prepayment, redemption, purchase, defeasance or other satisfaction in respect of Junior Financings or Senior Notes had been made on the last day of such four quarter period, (A) the Available Amount (provided thatis less than or equal to 3.50 to 1.00, at the time of any such payment, with respect to any voluntary prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts satisfaction in respect of Junior Financings or Senior Notes are permitted prior to their scheduled maturity in an aggregate amount not to exceed the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified in clauses (a) and (b) a written notice of a Responsible Officer of the definition Borrower calculating in reasonable detail the amount of Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom Cumulative Credit immediately prior to such election and the Interest Coverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would amount thereof elected to be no so applied or (B) is less than 2.00:1.00)or equal to 2.50 to 1.00, (iv) other voluntary prepayments, redemptions, purchases, defeasances and other payments thereof satisfaction in respect of Junior Financings or Senior Notes are permitted prior to their scheduled maturity (provided thatin an unlimited amount; provided, at however, that notwithstanding any of the time of such prepayments, redemptions, purchases, defeasances or other payments, foregoing (i) no Event payment shall be made in violation of Default shall have occurred and be continuing or would result therefrom any subordination terms of any Junior Financing Documentation, and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other voluntary prepayments, redemptions, purchases, defeasances and other payments thereof satisfaction in respect of Junior Financings or Senior Notes shall be made prior to their scheduled maturity pursuant to Section 7.12(a)(iv)(A) if the Senior Secured Leverage Ratio, determined on a Pro Forma Basis as part of an the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable high yield discount obligation catch-up payment(or, if no Test Period has passed, as of the last four quarters ended), is greater than 2.75 to 1.00 and (viv) if the Senior Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.02(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such prepayment, redemption, purchase, defeasance or other satisfaction in respect of Senior Notes has been made on the last day of such four quarter period is less than 3.75 to 1.00, voluntary prepayments, redemptions, purchases, defeasances and other payments thereof satisfaction in respect of Senior Notes are permitted prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretounlimited amount. (b) AmendNone of Holdings, the Borrower or any of its Restricted Subsidiaries shall, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any material term or condition of any Junior Debt Documents Financing Documentation without the consent of the Required Lenders Administrative Agent (which consent shall not to be unreasonably withheld withheld, conditioned 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) any New Senior Notes, any Retained Existing Notes, any Permitted Additional Notes or any other Indebtedness (or guarantees in respect thereof) that is subordinated to the Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clause), except for Financing”) except: (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancingnot required to prepay any Term Loans pursuant to Section 2.05(b), ; (ii) the refinancing thereof with the Net Cash Proceeds of any Specified Equity Contribution made substantially contemporaneously with such prepayment, redemption, purchase, defeasance or other satisfaction; (iii) prepayments and redemptions of Repurchased Existing Notes; (iv) on or after September 30, 2015, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may redeem a portion of the New Senior Toggle Notes in an aggregate principal amount equal to the product of (x) $30,000,000 and (y) a fraction (which, for the avoidance of doubt, cannot exceed one), the numerator of which is the aggregate principal amount of such Indebtedness outstanding on such date for United States federal income tax purposes and the denominator of which is $1,500,000,000; (v) (a) beginning on the fifth anniversary of the date of issuance of the New Senior Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness; provided that, with respect to any New Senior Toggle Notes that are exchanged into new senior notes after the Amendment No.2 Effective Date in connection with a proposed exchange offer that the Parent Borrower has publicly announced prior to the Amendment No. 2 Effective Date (as such exchange offer may be amended in accordance with its terms) (such new senior notes, “LBO Exchange Notes”), Parent Borrower or a Restricted Subsidiary may make a cash payment to holders of New Senior Toggle Notes that are exchanging their New Senior Toggle Notes into LBO Exchange Notes, in an amount that does not exceed $70 for each $1,000 in principal amount of New Senior Toggle Notes that are tendered for exchange and accepted by the Parent Borrower, in lieu of the issuance of LBO Exchange Notes in the amount of such cash payment, and such payment may be made at the time of such exchange (regardless of whether such exchange occurs prior to the fifth anniversary of the date of issuance of the New Senior Notes) so long as an “AHYDO catch-up payment” had not previously been made on such New Senior Toggle Notes prior to such exchange and no Default has occurred or is continuing and (b) beginning on the fifth anniversary of the date of issuance of any LBO Exchange Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness; (vi) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower Parent or any parent entity, of its direct or indirect parents; (iiivii) prepaymentsso long as no Default is continuing or would result therefrom, 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 at the time of Restricted Payments made pursuant to Section 7.06(l), not to exceed the sum of (A)(11) the greater of, at the time made, (x) of $215,00,000 and (y) 35.0550,000,000 or 1.75% of Consolidated EBITDA as of the last day of the most recently ended Test Period minus Total Assets at such time and (2) the amount of Investments made Available Amount at such time; (viii) the Parent Borrower may redeem, defease or discharge any AMFM Notes or Designated 2010 Retained Existing Notes not purchased pursuant to Section 7.02(t)(ii) plus the tender offers made in connection with the Debt Repayment; (Bix) the Available Amount Parent Borrower may prepay, redeem, purchase (provided that, at including pursuant to an offer to purchase) the time New Senior Notes with the proceeds of any asset disposition to the extent such paymentproceeds are (i) not required to be used to prepay the Term Loans in accordance with Section 2.05(b)(ii)(A) and are not used to voluntarily prepay the Term Loans in accordance with Section 2.05(a) and (ii) required to be so applied under the New Senior Notes Indenture; and (x) so long as (i) no Default is continuing or would result therefrom and (ii) no Tranche A Term Loans with a Maturity Date on or prior to January 30, with respect to any prepayments2016 shall be then outstanding, redemptions, purchases, defeasances and other payments made utilizing amounts specified using cash on hand in clauses (a) and (b) an aggregate amount not to exceed $200,000,000 in respect of the definition of Available AmountJunior Financings with a final scheduled maturity on or before January 30, 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 thereof 2016 prior to their scheduled maturity (maturity; provided that, at the time of that such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default Junior Financings shall have occurred and be continuing or would retired as a result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretothereof. (b) Make any payment in violation of any subordination terms of any Junior Financing Documentation. (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation, Existing Notes Indenture, the CCO Cash Management Arrangements, the CCU Notes or the CCO Intercompany Agreements, in each case without the consent of the Administrative Agent and the Required Lenders (not to be unreasonably withheld withheld); it being understood and agreed that any extension of the CCO Cash Management Arrangements, the CCU Notes or delayed)the CCO Intercompany Agreements, and excluding or 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, change in the event that a prepayment, redemption, purchase or other satisfaction interest rate on the CCU Notes approved by the Board of Junior Debt meets the criteria of more than one Directors of the categories described aboveParent Borrower, 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 will be permitted deemed not to be made in reliance on materially adverse to the applicable exception or exceptions as interests of the date of such reclassificationLenders.

Prepayments, Etc. of Indebtedness. (a) Optionally In the case of any Indebtedness that is not subordinated Indebtedness, if an Event of Default under Sections 8.01(a) or (b) (only with respect to an Event of Default under Section 7.11) shall have occurred and be continuing, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clause)except, except for (i) the refinancing thereof prepayment of the Credit Extensions in accordance with the Net Cash Proceeds terms of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)this Agreement, (ii) regularly scheduled or required repayments or redemptions of Indebtedness in respect of the conversion thereof to Senior Notes and other Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(c) and (iii) prepayments of such Indebtedness with consideration constituting the exchange of Qualified Equity Interests for the extinguishment of such Indebtedness; and (b) in the case of subordinated Indebtedness, make any payments other than Disqualified Equity Interests(i) regularly scheduled payments of interest and otherwise in compliance with the subordination terms thereof, (ii) so long as no Default exists or would result therefrom, prepayments of such Indebtedness in an amount not to exceed the Cumulative Net Income Amount as in effect immediately before the respective prepayment; provided that after giving effect to such prepayment the Borrower or any parent entitywould be in compliance with the financial covenant set forth in Section 7.11, (iii) prepaymentsso long as no Default exists or would result therefrom, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity prepayments of such Indebtedness in an aggregate amount at the time made not to exceed (A)(1) the greater of, at Equity Proceeds Amount as in effect immediately before the time made, (x) $215,00,000 respective prepayment 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 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 thereof prior to their scheduled maturity (provided that, at the time prepayments of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event Indebtedness with consideration constituting the exchange of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of for 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 extinguishment of such reclassificationIndebtedness.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments, customary payments of indemnitees and “AHYDO” payments expense reimbursements and mandatory prepayments under any such Junior Debt Documents shall not be prohibited by this clause), ) except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityBorrower, (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 from and after the Amendment No. 4 Effective Date, (A)(1A) the greater of, at the time made, of (x) $215,00,000 25,000,000 and (y) 35.03.00% of Consolidated EBITDA as of the last day of Borrower and the Restricted Subsidiaries for the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) calculated on a Pro Forma Basis, plus (B) an amount not to exceed the Available Amount Amount, (provided that, that at the time of any such paymentprepayment, with respect to any prepaymentsredemption, redemptionspurchase, purchases, defeasances and defeasance or other payments made utilizing amounts specified payment in clauses (a) and reliance on clause (b) of the definition of “Available Amount, ” (x) no Specified Event of Default shall have occurred and be continuing or would result therefrom and (y) the Interest Coverage Consolidated Total Net Leverage Ratio of 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 less greater than 2.00:1.003.25:1.00), (iv) payments in respect of any Seller Note, so long as such payments are made concurrently with the expiration of such Seller Note, (v) payments made within one year of the maturity date of Junior Debt; provided that, no Event of Default shall exist or have occurred and be continuing after giving effect to such payment and (vi) 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 payments, (ix) no Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) #98202018v27 the Consolidated Total Net Leverage Ratio of 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 6.75:1.002.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents or any Organization Document of any Loan Party, in each case without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepayMake any Restricted Debt Payments (whether in cash, redeemsecurities or other property) of any Additional Permitted Debt, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess Financing (other than the Subordinated Contribution Note), any Excluded Sale-Leaseback or any Permitted Refinancing of the Threshold Amount foregoing (it being understood that payments of regularly scheduled interest and collectively, the “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseRestricted Debt”), except for except: (i) Restricted Debt Payments in the refinancing thereof with the Net Cash Proceeds form of Equity Interests (so long as no Change of Control would result therefrom) of Holdings or any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Intermediate Holding Company, (ii) the conversion thereof of such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent entity, Intermediate Holding Company (as long as no Change of Control would result therefrom); (ii) payments of principal as and when due in respect of any Restricted Debt (subject to applicable subordination provisions relating thereto); (iii) prepaymentsRestricted Debt Payments with the Net Cash Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment; (iv) Restricted Debt Payments from any Permitted Refinancing thereof; (v) Restricted Debt Payments in respect of the Subordinated Captive Insurance Note so long as no Default then exists or would arise as a result of the making of such payment and such payments are not restricted by the subordination provisions thereof; and (vi) in addition to the foregoing Restricted Debt Payments: (A) additional Restricted Debt Payments, redemptions, purchases, defeasances so long as (1) no Default shall exist or would result therefrom and other payments thereof prior to their scheduled maturity in an (2) the aggregate amount at of such Restricted Debt Payments does not exceed an amount per fiscal year equal to $50,000,000, plus (aa) if Excess Availability for each of the time five days immediately preceding the making of such Restricted Debt Payment and on the date on which such Restricted Debt Payment is made not (determined on each such relevant date on a pro forma basis by giving effect to exceed any Loans made or Letters of Credit issued in connection with or in contemplation of such Restricted Debt Payment, the proceeds of which are to be applied to the payment of such Restricted Debt Payment), equals or exceeds the Trigger Amount, the Net Cash Proceeds of Permitted Equity Issuances (A)(1other than Specified Equity Contributions) the greater ofthat are Not Otherwise Applied, at the time made, (x) $215,00,000 and (ybb) 35.0% of Consolidated EBITDA if 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 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, the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) is at least 1.10 to 1.00, the Available Amount that is Not Otherwise Applied; and (B) additional Restricted Debt Payments, so long as (1) no Default shall exist or would result therefrom; (2) on the date such Restricted Debt Payment is made, Pro Forma Excess Availability both immediately before and immediately after giving Pro Forma Effect to such Restricted Debt Payment will equal or exceed 15.00% of the Loan Cap; (3) if, on the date such Restricted Debt Payment is made, Pro Forma Excess Availability both immediately before and immediately after giving Pro Forma Effect to such Restricted Debt Payment will be no less than 2.00:1.0017.50% of the Loan Cap, then the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis as of the last day of the Test Period) shall be at least 1.10 to 1.00; and (4) the Chief Financial Officer or other financial officer of the Lead Borrower shall have executed and delivered a certificate to the Administrative Agent demonstrating in reasonable detail the satisfaction of each of the conditions set forth in this clause (ii); (C) additional Restricted Debt Payments in the form of payments of principal (and any related payment of interest, fees, and expenses which are paid simultaneously), so long as (iv1) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity each such payment is made no later than 30 days after the Second Restatement Effective Date; (provided that, at 2) the time aggregate amount of such prepayments, redemptions, purchases, defeasances principal payments does not exceed the amount specified to the Administrative Agent by the Lead Borrower on or other payments, before the Second Restatement Effective Date (ithe “Maximum Term Loan Payment Amount”); and (3) no Event of Default shall have occurred and be continuing exist or would result therefrom (with it being acknowledged and agreed that all voluntary prepayments of the Second Lien Term Loans made within the 30 days following the Second Restatement Effective Date shall be deemed to have first been made under this clause (iii)); (D) additional Restricted Debt Payments in the form of payments of principal of Additional Permitted Debt (and any related payment of interest, fees, and expenses which are paid simultaneously) which constitutes senior, unsecured Indebtedness, so long as (1) no Default shall exist or would result therefrom; (2) Excess Availability (determined on a pro forma basis by giving effect to such Restricted Debt Payment) equals or exceeds the Trigger Amount; and (ii3) until such time as (x) the Total Leverage Ratio as Tranche A-1 Commitments have been terminated or have expired, and (y) either fixed assets are not eligible for inclusion in, and are not included in, the calculation of the end Borrowing Base, or the amount of availability derived from Eligible Real Property and Eligible Rolling Stock is equal to or less than 15% of the most recently ended Test PeriodTranche A Borrowing Base, such payment is made with Designated Funds; and (E) additional Restricted Debt Payments in the form of payments of principal of Additional Permitted Debt which constitutes senior, first-lien Indebtedness, so long as (1) until such time as (aa) the Tranche A-1 Commitments have been terminated or have expired and (bb) fixed assets are neither eligible for inclusion in, nor included in, the calculation of the Borrowing Base, Excess Availability (determined on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior pro forma basis by giving effect to their scheduled maturity as part any Loans made or Letters of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, except to the extent utilized Credit issued in connection with any other transaction permitted by Section 7.02or in contemplation of such Restricted Debt Payment), Section 7.03 equals or Section 7.06, and except to exceeds the extent such cash contributions increase the Available Amount, constitute a Cure Trigger Amount or “Cure Amount” (as defined 2) at all other times, Excess Availability (determined on a pro forma basis by giving effect to any Loans made or Letters of Credit issued in the ABL Facility) and (vii) other prepaymentsconnection with or in contemplation of such Restricted Debt Payment), 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 theretoequals or exceeds $0.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Financing Documentation, any Additional Permitted Debt Documents or any documents relating to any Permitted Refinancing of the foregoing without the consent of the Required Administrative Agent; provided that amending, modifying or changing any Additional Permitted Debt Documents to secure the obligations with respect thereto with Liens on the Collateral which are permitted by Section 7.01(ee) hereof and, if applicable, subject to the terms of an Acceptable Intercreditor Agreement, shall not be deemed to be materially adverse to the interests of the Lenders. For the avoidance of doubt, any amendment, modification or change to any term or provision contained in any Additional Permitted Debt Document which directly or indirectly restricts, prohibits or otherwise limits the amount of secured Loans and secured Letters of Credit permitted to be incurred by the Borrowers and the Guarantors under this Agreement or any of the other Loan Documents, shall be deemed to be materially adverse to the interests of the Lenders (it being understood and agreed that the restrictions in the Second Lien Credit Agreement and in any other Additional Permitted Debt Documents which are no more restrictive than the restrictions in effect as of the Second Restatement Effective Date shall be deemed not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under materially adverse to 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 interests 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 reclassificationLenders).

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 MVWC or any parent entityof its direct or indirect parents, (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)(1A) the greater of, at the time made, (x) $215,00,000 115,000,000 and (y) 35.015.0% 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 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 clauses (a) and clause (b) of the 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)therefrom, (iv) 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 payments, (ix) no Event of Default shall have occurred and be continuing or would result therefrom and (iiy) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.002.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower MVWC (and then contributed from MVWC to a Borrower) in exchange for Qualified Equity Interests of the MVWC (and when contributed to a Borrower, in exchange for Qualified Equity Interests of a 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, constitute Amount or constitutes 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 MVWC and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally The Parent Entity will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents shall not be prohibited by this clause)Restricted Indebtedness or make any payment in violation of any subordination terms of any Restricted Indebtedness, except for (i) the refinancing thereof of Restricted Indebtedness with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) the conversion thereof of any Restricted Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent entityParent Entity, (iii) the prepayment of Restricted Indebtedness of the Parent Entity or any Restricted Subsidiary to the Parent Entity or any Restricted 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 Restricted Indebtedness in an aggregate amount at the time made not to exceed the Available Amount so long as (A)(11) the greater of, at the time made, (x) $215,00,000 no Event of Default has occurred and is continuing and (y2) 35.0% of Consolidated EBITDA after giving effect to such prepayment, on a Pro Forma Basis the Parent Entity would be in compliance with Section 6.09 as of the last day of the most recently ended Test Period minus recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), (2v) prepayments, redemptions, purchases, defeasances and other payments in respect of Restricted Indebtedness so long as (x) no Event of Default has occurred and is continuing and (y) after giving effect to such prepayment, on a Pro Forma Basis the Consolidated Leverage Ratio would be less than or equal to 1.5 to 1.0 as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), (vi) prepayments, redemptions, purchases or defeasances of Restricted Indebtedness out of the net cash proceeds of a sale of Qualified Equity Interests (other than a sale to the Parent Entity or a Restricted Subsidiary) to the extent such net cash proceeds are excluded from the calculation of the Available Amount, (vii) prepayments, redemptions, purchases, defeasances and other payments in an aggregate amount not to exceed, together with the aggregate amount of Restricted Payments made pursuant to Section 6.04(j) and the aggregate amount of Investments made pursuant to Section 7.02(t)(ii6.05(t), $500,000,000 and (viii) 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 in respect of Restricted Indebtedness made utilizing amounts specified in clauses (a) and (b) of the 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 during a Covenant Suspension Period. Except during a Covenant Suspension Period, on a Pro Forma Basis, would be no less than 2.00:1.00), (iv) 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 payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 7.06Parent will not, and except to the extent such cash contributions increase the Available Amountwill not permit any of its Restricted Subsidiaries to, 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 thereto. (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationRestricted Indebtedness.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any of the Senior Secured Notes, the 2012 Senior Subordinated Notes, Permitted Seller Notes and any Permitted Subordinated Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except so long as no Default shall have occurred and is continuing or would result therefrom (i) the prepayment, redemption, purchase or defeasance of any such Junior Financing with the net cash proceeds of any Permitted Subordinated Indebtedness or Permitted Equity Issuance to the extent that such proceeds were received within 180 days prior to the date that is one year prior of such prepayment, redemption, purchase or defeasance and held in a segregated account pending application pursuant to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Section 7.14, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent entity, and (iii) prepaymentsthe prepayment, redemptionsredemption, 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) $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 purchase or defeasance of any such paymentJunior Financing, with respect to any prepayments, redemptions, purchases, defeasances so long as immediately before and other payments made utilizing amounts specified in clauses immediately after giving effect thereto (aA) and (b) of the definition of Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom therefrom, (B) Excess Availability shall be at least 25% of the lesser of the Total Borrowing Base and the Interest Coverage Ratio as of Aggregate Commitments and (C) the end of the most recently ended Test Period, on a Pro Forma Basis, Specified U.S. Borrower would be no less than 2.00:1.00in pro forma compliance with the covenant set forth in Section 7.11 (whether or not such covenant is otherwise applicable at such time), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of that in each case such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 payment is also permitted under Section 7.03, subject to the subordination provisions applicable thereto. Senior Secured Notes Indenture or (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Administrative Agent or the Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationFinancing Documentation.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount Indebtedness, or make any payment in excess violation of the Threshold Amount any subordination terms of any Subordinated Indebtedness, except (it being understood that payments of a) regularly scheduled interest and “AHYDO” payments or mandatory repayments or redemptions of Permitted Indebtedness, (b) prepayments of Indebtedness under the Swedish Credit Facility, (c) voluntary prepayments, redemptions, purchases, defeasances or other satisfactions of Permitted Indebtedness (excluding on account of any such Junior Debt Documents shall not be prohibited by this clause), except for Subordinated Indebtedness) as long as (i) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the refinancing thereof with the Net Cash Proceeds making of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), payments and (ii) the Borrower has demonstrated to the reasonable satisfaction of the Administrative Agent that monthly average Excess Availability, as projected on a Pro Forma Basis for the 12 months following and after giving effect to such prepayment will be equal to or greater than $25.0 million, (d) any voluntary prepayments, redemptions, purchases, defeasances or other satisfactions of Permitted Indebtedness made with the proceeds of Permitted Refinancing Indebtedness, (e) the conversion thereof (or exchange) of any Indebtedness to Equity Interests (other than Disqualified Equity Interests) or Indebtedness of the Borrower Holdings or any parent entityof its direct or indirect parents, (iiif) voluntary prepayments, redemptions, purchases, defeasances and or other payments thereof prior to their scheduled maturity satisfactions of Permitted Indebtedness in an aggregate amount at the time made not to exceed the Available Amount at such time so long as (A)(1i) no Event of Default then exists or would arise as a result of entering into such transaction or the greater of, at the time made, (x) $215,00,000 making such payment and (yii) 35.0% of after giving effect to such prepayment, redemption, purchase, defeasance or other satisfaction on a Pro Forma Basis, the Consolidated EBITDA Fixed Charge Coverage Ratio would be at least 1.25:1.00 as of the last day of the most recently ended Test Period minus Fiscal Quarter and (2g) the amount prepayment of Investments made Indebtedness incurred 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), (b) and (bg) of the 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO Payments, and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityof its direct or indirect parents, (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)(1A) the greater ofof (x) $14,500,000 and (y) 25.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (provided that, at the time madeof any payment of Junior Debt, (x) $215,00,000 and (y) 35.0% the Total Net Leverage Ratio of Consolidated EBITDA the Borrower as of the last day end of the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(iiPeriod, on a Pro Forma Basis, would be no greater than 4.25:1.00) 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 or (b) of the definition of “Available Amount, ,” (I) no Specified Event of Default shall have occurred and be continuing or would result therefrom and (II) after giving effect thereto, the Interest Coverage Total Net Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no less greater than 2.00:1.004.80:1.00) minus (C) the amount of any Investments made pursuant to Section 7.02(t) in reliance of unused amounts allocated under this clause (iii)(A), (iv) 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 payments, (ix) no Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Total Net Leverage Ratio of the Borrower as of the end last day of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.004.05:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, except to the extent utilized the proceeds of such contribution or issuance increase another basket in connection with any other transaction transactions permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions constitutes a Cure Amount; provided that such Equity Interests will not 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 thereto. (b) Amend[reserved]. (c) Make any cash interest payments in respect of Permitted Convertible Indebtedness except for regularly scheduled semi-annual cash interest payments at the contractual interest rate set forth in the Convertible Notes as in effect on the Effective Date to the extent that, after giving pro forma effect to such payment no Event of Default shall have occurred and be continuing or would result therefrom. (d) ▇▇▇▇▇, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, whole in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed)Administrative Agent, and excluding any such amendment or modification that would not be prohibited permitted 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) Optionally None of Holdings, the Borrower or any of its Restricted Subsidiaries shall voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under principal shall be permitted) any such Junior Debt Documents shall not be prohibited by this clause)Financing or Senior Notes, except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes constituting a Permitted Refinancing), (ii) the conversion thereof of any Junior Financing or Senior Notes to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent entityof its direct or indirect parents, (iii) voluntary prepayments, redemptions, purchases, defeasances and other payments thereof satisfaction in respect of Junior Financings or Senior Notes 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) $215,00,000 and 100,000,000 minus (y) 35.0% the aggregate amount of Consolidated EBITDA Restricted Payments made pursuant to Section 7.06(e), and (iv) if the Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period minus (2) the amount of Investments made for which financial statements were required to have been delivered pursuant to Section 7.02(t)(ii6.01(a) plus or (Bb), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such prepayment, redemption, purchase, defeasance or other satisfaction in respect of Junior Financings or Senior Notes had been made on the last day of such four quarter period, (A) the Available Amount (provided thatis less than or equal to 3.50 to 1.00, at the time of any such payment, with respect to any voluntary prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts satisfaction in respect of Junior Financings or Senior Notes are permitted prior to their scheduled maturity in an aggregate amount not to exceed the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified in clauses (a) and (b) a written notice of a Responsible Officer of the definition Borrower calculating in reasonable detail the amount of Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom Cumulative Credit immediately prior to such election and the Interest Coverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would amount thereof elected to be no so applied or (B) is less than 2.00:1.00)or equal to 1.50 to 1.00, (iv) other voluntary prepayments, redemptions, purchases, defeasances and other payments thereof satisfaction in respect of Junior Financings or Senior Notes are permitted prior to their scheduled maturity (provided thatin an unlimited amount; provided, at however, that notwithstanding any of the time of such prepayments, redemptions, purchases, defeasances or other payments, foregoing (i) no Event payment shall be made in violation of Default shall have occurred and be continuing or would result therefrom any subordination terms of any Junior Financing Documentation, and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other voluntary prepayments, redemptions, purchases, defeasances and other payments thereof satisfaction in respect of Junior Financings or Senior Notes shall be made prior to their scheduled maturity pursuant to Section 7.12(a)(iv)(A) if the Senior Secured Leverage Ratio, determined on a Pro Forma Basis as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrowerlast day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), except as applicable (or, if no Test Period has passed, as of the last four quarters ended), is greater than 2.75 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 thereto1.00. (b) AmendNone of Holdings, the Borrower or any of its Restricted Subsidiaries shall, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any material term or condition of any Junior Debt Documents Financing Documentation without the consent of the Required Lenders Administrative Agent (which consent shall not to be unreasonably withheld withheld, conditioned 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof loans under any Subordinated Debt (other than Indebtedness among any of Holdings and its Restricted Subsidiaries) or Junior Financing Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest (including capitalization of interest), applicable high yield debt obligation payments and “AHYDO” payments mandatory prepayments under any such Junior Subordinated Debt Documents or any such documentation governing Junior Financing Debt shall not be prohibited by this clause), except for for: (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entity, Holdings; and (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate individual amount at the time made not to exceed exceed: (A)(1A) so long as no Event of Default is continuing or would result therefrom, the net cash proceeds received by Holdings after the Closing Date pursuant to contributions to its common equity capital or issuances of Equity Interests (other than Disqualified Equity Interests) of Holdings (other than received as a Cure Amount and to the extent not otherwise used under this Agreement or applied to the Available Amount) that are used substantially contemporaneously to make such prepayments, redemptions, purchases, defeasances and other payments; plus (B) so long as no Event of Default is continuing or would result therefrom, together with other amounts made in reliance on this clause (B), the greater of, at the time made, of (x) $215,00,000 6,000,000 and (y) 35.012% of Consolidated EBITDA of Holdings (calculated on a Pro Forma Basis) 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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or and other payments; plus (C) the Available Amount; provided, (i) if any such prepayment, redemption, purchase, defesances or other payment is made utilizing amounts pursuant to clause (a) of the definition of “Available Amount”, after giving Pro Forma Effect thereto, the Total Leverage Ratio (calculated on a Pro Forma Basis) is not greater than 4.80:1.00 as of the last day of the Test Period most recently ended on or prior to the making of such prepayment, redemption, purchase, defeasance and other payment and (ii) no Event of Default shall have occurred and be continuing or would result therefrom and therefrom; plus (iiD) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other additional prepayments, redemptions, purchases, defeasances and other payments thereof payments; provided, after giving Pro Forma Effect thereto, (1) the Total Leverage Ratio (calculated on a Pro Forma Basis) is not greater than 4.20:1.00 as of the last day of the Test Period most recently ended on or prior to their scheduled maturity as part the making of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 purchase, defeasance and other payment and (2) no Default or other satisfaction Event of Junior Debt (Default shall have occurred and be continuing 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 reclassificationresult therefrom.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior the Senior Notes, any Permitted Incremental Equivalent Debt, any 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 date that is one year prior Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) to the scheduled maturity date thereof extent permitted by any applicable subordination provisions (collectively, the “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 from the substantially concurrent issuance of new shares of its common stock or any parent entityother 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) any prepayment, redemption, purchase, defeasance or other satisfaction of the Convertible Notes with the proceeds of the Delayed Draw Term Loan or a Revolving Loan to the extent the Convertible Notes are required to be prepaid or redeemed by the holders thereof prior to their maturity in accordance with their terms, and (v) prepayments, redemptions, purchases, defeasances and other payments thereof prior repayments in respect to their scheduled maturity Junior Financings in an aggregate amount at the time made not to exceed (A)(1) the greater of, at the time made, Available Amount; provided (x) $215,00,000 no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (y) 35.0% of solely with respect to clause (B) above, the Consolidated EBITDA Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended Test Period minus (2) 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 amount Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of Investments made the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered 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 6.1 and other payments made utilizing amounts specified in clauses (a) and (b) of the 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretopro forma basis. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any documentation governing any Junior Debt Documents without 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 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 reclassificationLenders.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” AHYDO payments under any such Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 any Company or any parent entityits 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 the Available Amount (provided that at the time made not of any such prepayment, redemption, purchase, defeasance or other payment pursuant to exceed this clause (A)(1iii)(B), (1) no Default shall have occurred and be continuing or would result therefrom and (2) the greater of, at Fixed Charge Coverage Ratio of the time made, (x) $215,00,000 and (y) 35.0% of Consolidated EBITDA Companies 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 (ais greater than 2.00:1.00) and (b) of the 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other paymentspayments pursuant to this clause (iv), (ix) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Total Leverage Ratio of the Companies as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.004.25:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityof its 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 at the time made not to exceed (A)(1A) the greater of, at the time made, of (x) $215,00,000 25,000,000 and (y) 35.020% of Consolidated EBITDA as of the last day of Parents, the Borrowers and the Restricted Subsidiaries for the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) calculated on a Pro Forma Basis, plus (B) the Available Equity Amount (provided that, that at the time of any such prepayment, redemption, purchase, defeasance or other payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clauses (a) and (b) of the 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio of the Parents, the Administrative 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 6.75:1.00), 5.25:1.00) plus (vC) the Excluded Contribution Amount and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity so long as part the Payment Conditions calculated on a Pro Forma Basis have been satisfied at the time of an applicable high yield discount obligation catch-up such prepayment, redemption, purchase, defeasance or other payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepayMake an optional or voluntary prepayment, redeem, purchase, redemption or purchase or defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior the Senior Notes, any 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 date that is one year prior Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries to the scheduled maturity date thereof extent permitted by any applicable subordination provisions) (collectively, the “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 from the substantially concurrent issuance of new shares of its common stock or any parent entityother 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 at the time made not to exceed (A)(1) the greater of, at the time made, Available Amount; provided (x) $215,00,000 no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (y) 35.0% of solely with respect to clause (v) above, the Consolidated EBITDA Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended Test Period minus (2) 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 amount Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of Investments made the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered 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 6.1 and other payments made utilizing amounts specified in clauses (a) and (b) of the 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up paymentpro forma basis, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount repayments by Foreign Restricted Subsidiaries of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests 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 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) related revolving commitment and (vii) other prepayments, redemptions, purchases, defeasances and other additional payments thereof prior to their scheduled maturity with of or in respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change of Junior Financing in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (an amount not to be unreasonably 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 Debtexceed $12,500,000. For purposes of determining compliance with this Section 7.087.8, (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 other available exemption and (B) in the event that a prepayment, redemption, purchase payment (or other satisfaction of Junior Debt any portion thereof) meets the criteria of one or more than one of the categories of permitted payments (or any portion thereof) described abovein this Section 7.8, the Borrower shallParent Borrower, in its sole discretion, may divide or classify or divide any such prepayment, redemption, purchase or other satisfaction of Junior Debt payment (or any portion thereof) in any manner that complies with this covenant Section 7.8 and may later divide will be entitled to only include the amount and reclassify any prepayment, redemption, purchase or other satisfaction type of Junior Debt such payment (or any portion thereof) so long as the prepayment, redemption, purchase in one or other satisfaction of Junior Debt more (as so divided and/or reclassifiedrelevant) would be permitted to be made in reliance on the applicable exception or exceptions as of the date above clauses (or any portion thereof) and such payment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof). (b) Amend, modify or change any term or condition of such reclassificationany 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 interest of the Lenders.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayMake an optional or voluntary prepayment, redeem, purchase, redemption or purchase or defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior the Senior Notes, any 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 date that is one year prior Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries to the scheduled maturity date thereof extent permitted by any applicable subordination provisions) (collectively, the “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for except: (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 from the substantially concurrent issuance of new shares of its common stock or other common equity interests; (iii) any prepayment, redemption, purchase, defeasance or other satisfaction of the Senior Notes or any parent entityIndebtedness 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, (iiiy) 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 at the time made not to exceed (A)(1) the greater of, at the time made, Available Amount; provided (x) $215,00,000 no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (y) 35.0% of solely with respect to clause (v) above, the Consolidated EBITDA Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended Test Period minus (2) 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 amount Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of Investments made the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 7.02(t)(ii6.1 and on a pro forma basis; 123 (vi) plus 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; (Bvii) the Available Amount additional payments of or in respect of Junior Financing in an amount not to exceed $20,000,000; (provided that, at the time of any such payment, with respect to any viii) additional prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified repayments in clauses respect to Junior Financings so long as (ax) and (b) the Consolidated Total Leverage Ratio as of the definition last day of Available Amountthe 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 4.75:1.00, (y) no Specified Default or Event of Default shall have occurred exist immediately before or immediately after giving effect thereto on a pro forma basis and be continuing or would result therefrom and (z) the Interest Coverage Ratio Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the end fiscal quarter of the Parent Borrower most recently ended Test Period, for which financial statements have been delivered pursuant to Section 6.1 and on a Pro Forma Basis, would be no less than 2.00:1.00), pro forma basis; and (ivix) other additional prepayments, redemptions, purchases, defeasances and other payments thereof prior repayments in respect to their scheduled maturity Junior Financings in an amount not to exceed in the aggregate any unused amount under Section 7.6(d)(i); provided that any amounts utilized pursuant to this clause (provided thata)(ix), at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Periodreduce, on a Pro Forma Basisdollar for dollar basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior the amounts available under such section to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretomake Restricted Payments. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any documentation governing any Junior Debt Documents without 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 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 DebtLenders. For purposes of determining compliance with this Section 7.087.8, (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 other available exemption and (B) in the event that a prepayment, redemption, purchase payment (or other satisfaction of Junior Debt any portion thereof) meets the criteria of one or more than one of the categories of permitted payments (or any portion thereof) described abovein this Section 7.8, the Borrower shallParent Borrower, in its sole discretion, may divide or classify or divide any such prepayment, redemption, purchase or other satisfaction of Junior Debt payment (or any portion thereof) in any manner that complies with this covenant Section 7.8 and may later divide will be entitled to only include the amount and reclassify any prepayment, redemption, purchase or other satisfaction type of Junior Debt such payment (or any portion thereof) so long as the prepayment, redemption, purchase in one or other satisfaction of Junior Debt more (as so divided and/or reclassifiedrelevant) would be permitted to be made in reliance on the applicable exception or exceptions as of the date of above clauses (or any portion thereof) and such reclassificationpayment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof).

Prepayments, Etc. of Indebtedness. (a) Optionally The 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 the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof (whether directly or indirectly), or make any Junior Debt with an outstanding principal amount payment in excess violation of the Threshold Amount any subordination terms of, any Indebtedness for borrowed money (it being understood that payments of regularly scheduled interest and “AHYDO” payments under other than any such Junior 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 Revolving Credit Termination 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 Indebtedness that, as of the date hereof, has a final maturity date after the Revolving Credit Termination Date (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Exempt Proceeds, (ii) the conversion thereof to with Exempt Equity Interests (other than Disqualified Equity Interests) of the Borrower Proceeds or any parent entity, (iii) prepayments, redemptions, purchases, defeasances and with funds other payments thereof prior to their scheduled maturity than Exempt Proceeds or Exempt Equity Proceeds in an aggregate amount at the time made not to exceed $150,000,000; (A)(1g) the greater of, at the time made, (x) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 repurchase, defeasance, or other satisfaction of Junior Debt meets the criteria of more than one unscheduled payment of the categories described above2003 Second Lien Notes, provided that the Borrower shallLeverage Ratio, in its sole discretion, classify or divide after giving pro forma effect to such prepayment, redemption, purchase repurchase, defeasance or other satisfaction of Junior Debt unscheduled payment, shall not exceed 10.0 to 1.0; (or h) any portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such prepayment, redemption, purchase purchase, defeasance, or other satisfaction unscheduled payment made with (i) Exempt Proceeds (subject to the limitations of Junior Debt (or any portion thereof) the 2003 Second Lien Indenture for so long as such limitations are in effect) or (ii) with Exempt Equity Proceeds; and (i) notwithstanding anything to the contrary in this Section 7.15, any such prepayment, redemption, purchase purchase, defeasance, or other satisfaction unscheduled payment made solely with the net proceeds of Junior Debt (as so divided and/or reclassified) would be permitted any Parity Indebtedness or the issuance of any Capital Stock by the Borrower or any of its Restricted Subsidiaries, subject to be made in reliance on the applicable exception or exceptions as limitations of the date of 2003 Second Lien Indenture for so long as such reclassificationlimitations are in effect.

Prepayments, Etc. of Indebtedness. (ai) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any of the Senior Secured Notes, the 2012 Senior Subordinated Notes, Permitted Seller Notes and any Permitted Subordinated Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except so long as no Default shall have occurred and is continuing or would result therefrom (i) the prepayment, redemption, purchase or defeasance of any such Junior Financing with the net cash proceeds of, or the exchange of such Junior Financing into, any Permitted Subordinated Indebtedness or Permitted Equity Issuance to the extent that such proceeds were received within 180 days prior to the date that is one year prior of such prepayment, redemption, purchase or defeasance and held in a segregated account pending application pursuant to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Section 7.14, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent entity, and (iii) prepaymentsthe prepayment, redemptionsredemption, 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) $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 purchase or defeasance of any such paymentJunior Financing, with respect to any prepayments, redemptions, purchases, defeasances so long as immediately before and other payments made utilizing amounts specified in clauses immediately after giving effect thereto (aA) and (b) of the definition of Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom therefrom, (B) Excess Availability shall be at least 25% of the lesser of the Total Borrowing Base and the Interest Coverage Ratio as of Aggregate Commitments and (C) the end of the most recently ended Test Period, on a Pro Forma Basis, Specified U.S. Borrower would be no less than 2.00:1.00in pro forma compliance with the covenant set forth in Section 7.11 (whether or not such covenant is otherwise applicable at such time), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of that in each case such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 payment is also permitted under Section 7.03, subject to the subordination provisions applicable thereto. Senior Secured Notes Indenture or (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Administrative Agent or the Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationFinancing Documentation.”

Prepayments, Etc. of Indebtedness. (a) Optionally The Parent, any Intermediate Holdco and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents shall not be prohibited by this clause)Financing or make any payment in violation of any subordination terms of any Junior Financing, except for (i) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financing initially incurred by an Acquired Entity or Business, as part of the refinancing thereof transactions consummated in connection with the acquisition of such entity or business or with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent in respect of such Indebtedness constitutes a Permitted Refinancing)Junior Financing, (ii) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financing with the Net Cash Proceeds of any Permitted Refinancing Indebtedness in respect of such Junior Financing, (iii) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financing in anticipation of a sinking fund obligation, principal installment or final maturity, in each case, within one year of the due date of such sinking fund obligation, principal installment or final maturity, (iv) payments upon the conversion thereof of any Junior Financing to cash or Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent entityBorrower, (v) if no Event of Default has occurred and is continuing or would arise after giving effect thereto, prepayments, redemptions, purchases, defeasances and other satisfactions of any Junior Financing in an aggregate amount not to exceed the Available Amount; provided that in the case of this clause (iii), at the time of such payment, the Consolidated Net Total Leverage Ratio on a Pro Forma Basis, as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Sections 5.01(a) or (b) of this Agreement (or, prior to the initial delivery under this Agreement, Section 6.1 of the Amended and Restated Credit Agreement), would be no greater than 5.00 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount satisfactions of any Junior Financing if at the time made not to exceed (A)(1) the greater of, at the time madeof such payment, (xA) $215,00,000 and (y) 35.0% of on a Pro Forma Basis the Consolidated EBITDA Net Total Leverage Ratio as of the last day of the most recently ended Test Period minus (2) the amount of Investments made recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 7.02(t)(iiSections 5.01(a) 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 or (b) of this Agreement (or, prior to the definition initial delivery under this Agreement, Section 6.1 of Available Amount, the Amended and Restated Credit Agreement) would not exceed 2.75 to 1.00 and (B) no Specified Event of Default shall have has occurred and be is continuing or would result therefrom arise after giving effect thereto 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), (ivvii) 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 paymentssatisfactions of any Junior Financing, when combined with the amount of Restricted Payments made pursuant to Section 6.04(d), in an amount not to exceed the greater of (ix) no Event of Default shall have occurred and be continuing or would result therefrom $87,500,000 and (iiy) the Total Leverage Ratio as 17.5% of the end of Consolidated EBITDA for the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof four full fiscal quarter period ending immediately prior to their scheduled maturity as part such date for which financial statements have been delivered pursuant to Sections 5.01(a) or (b) of an applicable high yield discount obligation catch-up paymentthis Agreement (or, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests initial delivery under this Agreement, Section 6.1 of the Borrower, except to the extent utilized Amended and Restated Credit Agreement) 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 theretofiscal year. (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, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationFinancing.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the date that is 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 Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 Holdings or any parent entityof its direct or indirect parents, (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)(1A) the greater of, at the time made, (x) $215,00,000 165,000,000 and (y) 35.030% 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 clause (b) of the 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)therefrom, (iv) 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 payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.002.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to Holdings (and then contributed from Holdings to the Borrower 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, constitute Amount or constitutes 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 Holdings and its Subsidiaries permitted under Section ‎Section 7.03, subject to the subordination provisions applicable thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally (a) The Parent will not, and will not permit any Restricted Subsidiary to (i) (i) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to any Indebtedness (other than Permitted First Priority Indebtedness, Indebtedness under the date that is one year prior to Revolving Loan Credit Agreement and Ordinary Course Indebtedness) (collectively, together with any Permitted Refinancing of the scheduled maturity date thereof foregoing, “Junior Financing”), or make any payment in violation of any subordination terms of any Junior Debt with Financing Documentation, except (x) a prepayment of Junior Financing made at an outstanding principal amount aggregate price not in excess of the Threshold Available Amount on the date of such election that the Borrower elects to apply to this Section 10.07(a)(i), such election to be specified in a written notice of a Senior Officer of the Borrower calculating in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied; provided that (it being understood that payments of regularly scheduled interest A) (A) immediately before and “AHYDO” payments under immediately after giving Pro Forma Effect to any such Junior Debt Documents prepayment, no Default or Event of Default shall not have occurred and be prohibited by this clausecontinuing; and (B) (B) immediately after giving effect to any such prepayment, the Senior SecuredFirst Lien Leverage Ratio determined on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom), except as if such prepayment had occurred at the beginning of the most recent Test Period for which financial statements have been delivered pursuant to clause (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interestsa) or Indebtedness (b) of Section 9.01 shall be less than 3.23.75 :1.00, (y) a prepayment of Junior Financing provided that immediately after giving effect to such prepayment, the extent such Indebtedness constitutes Total Leverage Ratio determined on a Permitted RefinancingPro Forma Basis (including a pro forma application of the net proceeds therefrom), as if such prepayment had occurred at the beginning of the most recent Test Period for which financial statements have been delivered pursuant to clause (iia) or (b) of Section 9.01 shall be less than 2.50:1.00 and (yz) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower ); or 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) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Administrative Agent or the Lenders any term or condition of any Junior Debt Documents without the consent Financing Documentation in respect of the Required Lenders any Junior Financing with a principal amount (not to be unreasonably withheld individually or delayed), and excluding when aggregated with any such amendment or modification other Junior Financing so affected as part of a related series of transactions) 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 reclassificationexceeds $50,000,000.

Prepayments, Etc. of Indebtedness. (a) Optionally The 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 the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof (whether directly or indirectly), or make any Junior Debt with an outstanding principal amount payment in excess violation of the Threshold Amount any subordination terms of, any Indebtedness for borrowed money (it being understood that payments of regularly scheduled interest and “AHYDO” payments under other than any such Junior 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 the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Exempt Proceeds, (ii) the conversion thereof to with Exempt Equity Interests (other than Disqualified Equity Interests) of the Borrower Proceeds or any parent entity, (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 at the time made not to exceed (A)(1) $150,000,000; vii. the greater of, at the time made, (x) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 repurchase, defeasance, or other satisfaction of Junior Debt meets the criteria of more than one unscheduled payment of the categories described above, the Borrower shall, in its sole discretion, classify or divide 2003 Second Lien Notes; viii. any such prepayment, redemption, purchase purchase, defeasance, or other satisfaction unscheduled payment of Junior Debt any Indebtedness made with (i) Exempt Proceeds or (ii) Exempt Equity Proceeds; ix. 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 x. notwithstanding anything to the contrary in this Section 7.14, any portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such prepayment, redemption, purchase purchase, defeasance, or other satisfaction unscheduled payment made solely with the net proceeds of any Junior Debt (Indebtedness or the issuance of any Capital Stock by the Borrower 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 reclassificationits Restricted Subsidiaries.

Prepayments, Etc. of Indebtedness. (a) Optionally The Parent will not, and will not permit any Restricted Subsidiary to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to any Indebtedness (other than Permitted First Priority Debt, Permitted First Priority Refinancing Debt, Indebtedness under the date that is one year prior to Revolving Loan Credit Agreement and Ordinary Course Indebtedness) (collectively, together with any refinancing of the scheduled maturity date thereof foregoing, “Junior Financing”) held by a Person other than a Restricted Subsidiary, or make any payment in violation of any subordination terms of any Junior Debt with Financing Documentation, except (x) a prepayment of Junior Financing made in an outstanding principal amount not in excess of the Threshold Available Amount on the date of such election that the Borrower elects to apply to this Section 8.07(a)(i), such election to be specified in a written notice of a Senior Officer of the Borrower calculating in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied; provided that (it being understood that payments of regularly scheduled interest A) immediately before and “AHYDO” payments under immediately after giving Pro Forma Effect to any such Junior Debt Documents prepayment, no Event of Default shall have occurred and be continuing; and (B) immediately after giving effect to any such prepayment, the First Lien Leverage Ratio determined on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom) shall be less than 3.50:1.00 (and not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other less than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancingzero), (iiy) a prepayment of Junior Financing provided that (A) immediately before and immediately after giving Pro Forma Effect to any such prepayment, no Event of Default shall have occurred and be continuing; and (B) immediately after giving effect to such prepayment, the Total Leverage Ratio determined on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom) shall be less than 2.50:1.00 (and not less than zero) and (z) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests). (b) of the Borrower The Parent will not waive, amend, modify, terminate or any parent entity, release (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)(1i) the greater of, at the time made, (x) $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, Junior Financing Documentation with respect to any prepaymentsJunior Financing with a principal amount that exceeds $50,000,000 to the extent that any such waiver, redemptionsamendment, purchasesmodification, defeasances and other payments made utilizing amounts specified termination or release would be (A) in clauses (a) and (b) contravention of the definition of Available Amount, no Specified Event of Default shall have occurred and be continuing applicable Intercreditor Agreements or would result therefrom and (B) adverse to the Interest Coverage Ratio as of Administrative Agent or 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances Lenders in any material respect or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 AmountCredit Documents” (as defined in the ABL FacilityRevolving Loan Credit Agreement) 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 Revolving Loan Credit Agreement to the subordination provisions applicable thereto. (b) Amendextent that any such waiver, modify amendment, modification, termination or change release would be in any manner materially adverse to the interests contravention of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationIntercreditor Agreements.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents shall not be prohibited by this clause), ) except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityof its 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 at the time made not to exceed (A)(1A) the greater of, at the time made, of (x) $215,00,000 25,000,000 and (y) 35.020% of Consolidated EBITDA as of the last day of Parent, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) calculated on a Pro Forma Basis, plus (B) the Available Amount Amount, (provided that, that at the time of any such paymentprepayment, with respect to any prepaymentsredemption, redemptionspurchase, purchases, defeasances and defeasance or other payments made utilizing amounts specified payment (x) in clauses (a) and reliance on clause (b) of the definition of “Available Amount, ” no Specified Event of Default shall have occurred and be continuing or would result therefrom and (y) the Interest Coverage 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 less greater than 2.00:1.005.00:1.00), plus (C) the Excluded Contribution Amount, and (iv) 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 payments, (ix) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) 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 6.75:1.003.50:1.00), (v) other ; provided that no prepayments, redemptions, purchases, defeasances and or other payments thereof prior may be made pursuant to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, except to the extent utilized in connection with any other transaction permitted by this 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 Facility7.08(a)(iii)(B) and (viiSection 7.08(a)(iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among during the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoBridge Period. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally Parent will not, and will not permit any of its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior 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) the refinancing thereof of Specified Indebtedness with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityParent, (iii) the prepayment of Specified Indebtedness (other than Indebtedness of the Borrower incurred in connection with a Permitted Domestic Reorganization) 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 at the time made not to exceed (A)(1) the greater of, at the time made, Available Amount so long as (x) $215,00,000 no Event of Default has occurred and is continuing and (y) 35.0% of Consolidated EBITDA after giving effect to such prepayment, on a Pro Forma Basis the Borrower would be in compliance with Section 6.09 as of the last day of the most recently ended Test Period minus (2) the amount of Investments made recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 7.02(t)(ii5.01(a) plus or 5.01(b), (Bv) 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 respect of Specified Indebtedness so long as (ax) and (b) of the definition of Available Amount, no Specified Event of Default shall have has occurred and be is continuing or would result therefrom and the Interest Coverage Ratio as of the end of the most recently ended Test Period(y) after giving effect to such prepayment, on a Pro Forma Basis, Basis the Consolidated Leverage Ratio would be no less than 2.00:1.00), or equal to 1.5 to 1.0 as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) and (ivvi) other prepayments, redemptions, purchases, purchases or defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as Specified Indebtedness out of the end net cash proceeds of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part sale of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, except (other than a sale to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 Parent 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 theretoSubsidiary). (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, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationSpecified Indebtedness.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments, customary payments of indemnitees and “AHYDO” payments expense reimbursements and mandatory prepayments under any such Junior Debt Documents shall not be prohibited by this clause), ) except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityBorrower, (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)(1A) the greater of, at the time made, of (x) $215,00,000 25,000,000 and (y) 35.03.00% of Consolidated EBITDA as of the last day of Borrower and the Restricted Subsidiaries for the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) calculated on a Pro Forma Basis, plus (B) the Available Amount Amount, (provided that, that at the time of any such paymentprepayment, with respect to any prepaymentsredemption, redemptionspurchase, purchases, defeasances and defeasance or other payments made utilizing amounts specified payment in clauses (a) and reliance on clause (b) of the definition of “Available Amount, ” (x) no Specified Event of Default shall have occurred and be continuing or would result therefrom and (y) the Interest Coverage Consolidated Total Net Leverage Ratio of 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 less greater than 2.00:1.003.25:1.00), (iv) payments in respect of any Seller Note, so long as such payments are made concurrently with the expiration of such Seller Note, (v) payments made within one year of the maturity date of Junior Debt; provided that, no Event of Default shall exist or have occurred and be continuing after giving effect to such payment and (vi) 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 payments, (ix) no Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) the Consolidated Total Net Leverage Ratio of 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 6.75:1.002.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents or any Organization Document of any Loan Party, in each case without the consent of the Required Lenders (not to be unreasonably 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.#95787455v10

Prepayments, Etc. of Indebtedness. (a) Optionally prepayMake an optional or voluntary prepayment, redeem, purchase, redemption or purchase or defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior the Senior Notes, any 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 date that is one year prior Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries to the scheduled maturity date thereof extent permitted by any applicable subordination provisions) (collectively, the “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for except: (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 from the substantially concurrent issuance of new shares of its common stock or other common equity interests; (iii) any prepayment, redemption, purchase, defeasance or other satisfaction of the Senior Notes or any parent entityIndebtedness 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, (iiiy) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (z) to the extent any Loans or Commitments are outstanding that are included in the determination of Required Pro Rata Lenders, 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 at the time made not to exceed (A)(1) the greater of, at the time made, Available Amount; provided (x) $215,00,000 no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (y) 35.0% of solely with respect to clause (v) above, the Consolidated EBITDA Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended Test Period minus (2) 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, to the amount extent any Loans or Commitments are outstanding that are included in the determination of Investments made Required Pro Rata Lenders, 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 7.02(t)(ii6.1 and on a pro forma basis; (vi) plus 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; (Bvii) the Available Amount additional payments of or in respect of Junior Financing in an amount not to exceed $20,000,000; (provided that, at the time of any such payment, with respect to any viii) additional prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified repayments in clauses respect to Junior Financings so long as (ax) and (b) the Consolidated Total Leverage Ratio as of the definition last day of Available Amountthe 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 4.75:1.00, (y) no Specified Default or Event of Default shall have occurred exist immediately before or immediately after giving effect thereto on a pro forma basis and be continuing (z) to the extent any Loans or would result therefrom and Commitments are outstanding that are included in the Interest Coverage Ratio determination of Required Pro Rata Lenders, the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the end fiscal quarter of the Parent Borrower most recently ended Test Period, for which financial statements have been delivered pursuant to Section 6.1 and on a Pro Forma Basis, would be no less than 2.00:1.00), pro forma basis; and (ivix) other additional prepayments, redemptions, purchases, defeasances and other payments thereof prior repayments in respect to their scheduled maturity Junior Financings in an amount not to exceed in the aggregate any unused amount under Section 7.6(d)(i); provided that any amounts utilized pursuant to this clause (provided thata)(ix), at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Periodreduce, on a Pro Forma Basisdollar for dollar basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior the amounts available under such section to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretomake Restricted Payments. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any documentation governing any Junior Debt Documents without 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 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 DebtLenders. For purposes of determining compliance with this Section 7.087.8, (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 other available exemption and (B) in the event that a prepayment, redemption, purchase payment (or other satisfaction of Junior Debt any portion thereof) meets the criteria of one or more than one of the categories of permitted payments (or any portion thereof) described abovein this Section 7.8, the Borrower shallParent Borrower, in its sole discretion, may divide or classify or divide any such prepayment, redemption, purchase or other satisfaction of Junior Debt payment (or any portion thereof) in any manner that complies with this covenant Section 7.8 and may later divide will be entitled to only include the amount and reclassify any prepayment, redemption, purchase or other satisfaction type of Junior Debt such payment (or any portion thereof) so long as the prepayment, redemption, purchase in one or other satisfaction of Junior Debt more (as so divided and/or reclassifiedrelevant) would be permitted to be made in reliance on the applicable exception or exceptions as of the date of above clauses (or any portion thereof) and such reclassificationpayment (or any portion thereof) shall be treated as having been made pursuant to only such clause or clauses (or any portion thereof).

Prepayments, Etc. of Indebtedness. (a) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such 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 the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entitycompany, (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)(1A) the greater of, at the time made, (x) $215,00,000 195,000,000 and (y) 35.030% 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 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 2.00:1.00therefrom), (iv) 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 payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.003.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Initial Closing Date to the 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 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationcovenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest principal, interest, AHYDO payments and mandatory prepayments shall be permitted) any junior lien (other than the ABL Facility and any Revolving Commitment Increase), unsecured or Subordinated Indebtedness, in each case, consisting of Indebtedness for borrowed money and with an individual outstanding principal balance in excess of $20,000,000 (collectively, “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for (iA) the refinancing thereof with the Net Cash Proceeds of of, or in exchange for, any Equity Interest (other than Disqualified Equity Interests) or 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 parent entityRestricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of Refinancing Indebtedness and the Management Fee Agreement with the proceeds of any 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 the sum of (1) the greater of (x) $60,000,000 and (y) 30.0% of EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period plus (2) the amount of Excluded Contributions previously received by Holdings, (E) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity so long as on a Pro Forma Basis at the time made not to exceed (A)(1) the greater ofof such prepayment, at the time maderedemption, purchase, defeasance and other payment, (x) $215,00,000 no Default or Event of Default has occurred and is continuing and (y) 35.0% the Consolidated Net Leverage Ratio is less than or equal to 3.50 to 1.0 as of the last day of the most recently ended Test Period, (F) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount so long as on a Pro Forma Basis at the time of such prepayment, redemption, purchase, defeasance and other payment, (i) no Event of Default has occurred and is continuing and (ii) the Consolidated EBITDA Net Leverage Ratio as of the last day of the most recently ended Test Period minus is less than or equal to 4.1 to 1.0 and (2G) 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 respect of Junior Financings from the net cash proceeds of Equity Interests (a) and (bother than Disqualified Equity Interests) of the definition of Available Amount, no Specified Event of Default shall have occurred and be continuing Holdings 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as make any payment in violation of the end any subordination terms of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretoJunior Financing Documentation. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationFinancing Documentation.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) (x) any Permitted Subordinated Incremental Equivalent Debt, (y) any other Indebtedness that is subordinated to the Obligations expressly by its terms or (z) any Indebtedness to the extent constituting any Permitted Refinancing of any of the Indebtedness described clause (x) or (y) (the Indebtedness described in the preceding clauses (x), (y) and (z), collectively, “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for (iA) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 Borrower or any parent entityof its direct or indirect parents, (iiiC) the prepayment of Indebtedness of Holdings, the Borrower or any Restricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable to such Indebtedness and the prepayment of any other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03 and (D) so long as no Default shall have occurred and be continuing or would result therefrom, 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 $15,000,000 and 2.00% of Total Assets, in each case determined at the time made not to exceed of such payment plus (A)(12) if the greater of, at the time made, (x) $215,00,000 and (y) 35.0% of Consolidated EBITDA as of the last day of Senior Secured Leverage Ratio for 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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 immediately preceding such prepayment, redemption, purchase purchase, defeasance 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 payment calculated on a pro forma basis for such prepayment, redemption, purchase purchase, defeasance or other satisfaction payment in accordance with Section 1.07 does not exceed 3.25 to 1.0 on a pro forma basis, the Available Amount at such time or (ii) make any payment in violation 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 subordination terms of the date of such reclassificationdocumentation governing any Junior Financing.

Prepayments, Etc. of Indebtedness. (a) Optionally The Company will not, and will not permit any of its Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior 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) the refinancing thereof of Specified Indebtedness with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityCompany, (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 at the time made not to exceed the sum of (A)(1A) $50,000,000 minus the amount of Restricted Payments made pursuant to Section 6.04(h)(x) plus (B) the greater of, at the time made, Available Amount so long as (x) $215,00,000 no Event of Default has occurred and is continuing and (y) 35.0% of after giving effect to such prepayment, on a Pro Forma Basis the Consolidated EBITDA Leverage Ratio as of the last day of the most recently ended Test Period minus (2) the amount of Investments made recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 7.02(t)(ii5.01(a) plus or 5.01(b) would not exceed 6.0 to 1.0, (Bv) the Available Amount (provided thatso long as no Event of Default has occurred and is continuing, at the time of any such payment, with respect to any prepayments, redemptions, purchases, purchases or defeasances and other payments made utilizing amounts specified in clauses (a) of Specified Indebtedness out of Retained Declined Proceeds and (bvi) of the 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, purchases or defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as Specified Indebtedness out of the end net cash proceeds of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part sale of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, except (other than a sale to the extent utilized in connection with any other transaction permitted by Company or a Subsidiary). Notwithstanding the foregoing, the Lenders waive the application of 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 Facility6.06(a) 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 prepayment of the Interim Loans in an aggregate principal amount not to the subordination provisions applicable theretoexceed $55,000,000. (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, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationSpecified Indebtedness.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (a) the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess prepayment of the Threshold Amount Credit Extensions in accordance with the terms of this Agreement, (it being understood that payments of b) regularly scheduled interest and “AHYDO” payments under or required repayments, purchases or redemptions of Indebtedness set forth in Schedule 7.02 (except any such Junior 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) the refinancing thereof with the Net Cash Proceeds of immediately before and after giving effect to any Equity Interest (other than Disqualified Equity Interests) such prepayment, purchase, redemption or 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 or 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 madedefeasance, (x) $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 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 (y) Holdings and its Subsidiaries shall be in compliance with all of the end of the most recently ended Test Period, covenants set forth in Section 7.11 on a Pro Forma Basis, would 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 Consolidated Leverage Ratio determined in accordance with the foregoing subclause (d)(i)(y) is greater than 3.50 to 1.0, no less than 2.00:1.00Excess 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 (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 reasonable premium paid, accrued but unpaid interest and reasonable fees and expenses incurred in connection therewith), (ivC) other prepaymentsshall have the same obligor, redemptions(D) shall be subject to an equal or longer maturity as the Subordinated Notes and (E) if such Indebtedness is subordinate to the Obligations, purchasesotherwise shall be subject to material terms and conditions substantially no more restrictive than the Subordinated Notes Documents, defeasances (e) prepayments of Indebtedness permitted under Section 7.02(b), and other payments thereof prior to their scheduled maturity (f) prepayments of Indebtedness permitted under Section 7.02(g), provided that, at the time of that any such prepayments, redemptions, purchases, defeasances or other payments, prepayment shall be funded by (i) no Event of Default shall have occurred and be continuing or would result therefrom and a refinancing permitted under Section 7.02(d), (ii) Loans under this Agreement or (iii) if the Total Consolidated Leverage Ratio as of the end of the most recently ended Test Period, calculated on a Pro Forma Basis, would be no 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 6.75:1.003.50 to 1.0 and subject to a dollar for dollar reduction in the Maximum Dividend Amount in accordance with Section 7.06(d), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior the Borrower may apply up to their scheduled maturity as part $25,000,000 of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity Excess Cash Flow in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, except to the extent utilized (x) pay fees arising in connection with any other transaction permitted by Section 7.02an offer to repurchase the Subordinated Notes, Section 7.03 or Section 7.06, and except (y) purchase Subordinated Notes and/or (z) 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 prepay Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto7.02(g)). (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally None of any Loan Party nor any of its Restricted Subsidiaries will prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior manner, or make any payment in violation of any subordination terms of, any Indebtedness (other than Indebtedness incurred pursuant to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess clause of the Threshold Amount Section 7.17 other than clause (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseb)), except (a) the prepayment of the Loans in accordance with the terms of this Agreement, (b) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.17 and Permitted Refinancing Indebtedness with respect thereto, (c) repayments or redemptions of Indebtedness incurred pursuant to Section 7.17(b) out of the proceeds of Permitted Refinancing Indebtedness, and (d) if the Cash Flow Ratio for the Quarter most recently ended (on a pro forma basis but before giving effect to such prepayment, redemption, purchase, defeasance or other payment) is less than or equal to 4.00:1.00, (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of any subordinated Indebtedness incurred under Section 7.17(g) or any other Indebtedness that is or is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents and Permitted Refinancing Indebtedness with respect thereto prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A)(1) the greater ofmaturity, at the time made, (x) $215,00,000 and (yii) 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) respect of the definition of Available Amount, no Specified Event of Default shall have occurred and be continuing Senior Notes 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretoPermitted Debt. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents shall not be prohibited by this clause), ) except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityof its 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 at the time made not to exceed (A)(1A) the greater of, at the time made, of (x) $215,00,000 25,000,000 and (y) 35.020% of Consolidated EBITDA as of the last day of Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) calculated on a Pro Forma Basis, plus (B) the Available Amount Amount, (provided that, that at the time of any such paymentprepayment, with respect to any prepaymentsredemption, redemptionspurchase, purchases, defeasances and defeasance or other payments made utilizing amounts specified payment (x) in clauses (a) and reliance on clause (b) of the definition of “Available Amount, ” no Specified Event of Default shall have occurred and be continuing or would result therefrom and (y) the Interest Coverage 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 less greater than 2.00:1.005.00:1.00), plus (C) the Excluded Contribution Amount, and (iv) 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 payments, (ix) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) 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 6.75:1.003.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepay, Make any payment or prepayment of principal of or redeem, purchase, defease retire, extinguish, defease, discharge or otherwise satisfy prior to the scheduled maturity thereof in any manner prior (including, without limitation, by optional redemption, required repurchase rights, exchange, open market and/or privately negotiated purchases) any Indebtedness that is expressly subordinated in right of payment to the date that is one year prior Secured Obligations (including, for the avoidance of doubt, the 2.25% Convertible Notes and the 4.0625% Convertible Notes), any Indebtedness secured by Liens on the Collateral junior to those created under the scheduled maturity date thereof Collateral Documents (including, for the avoidance of doubt, any Additional Second Lien Indebtedness and the Second Lien Notes), any unsecured Indebtedness (including, for the avoidance of doubt, any Additional Unsecured Indebtedness) or any Permitted Refinancing of any of the foregoing (and including, for the avoidance of doubt, any premiums on any such Indebtedness, including tender premiums), or make any payment in violation of any subordination terms applicable to any such Indebtedness (each a “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clausePayment”), except for that: (ia) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted RefinancingRefinancing permitted pursuant to Section 7.02(b)(i), (iid), (l), (n) the conversion thereof to Equity Interests or (other than Disqualified Equity Interestso) of may be consummated, (b) the Borrower or any parent entityRestricted Subsidiary may make any Junior Debt Payment; provided, that, (iiii) 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) $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 definition of Available Amount, no Specified Default or 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 thereof prior to their scheduled maturity (provided that, at the time of such prepaymentsJunior Debt Payment or would result therefrom, redemptions(ii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, purchasesupon giving Pro Forma Effect to such Junior Debt Payment, defeasances the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or other payments(b), (iii) the sum of (A) the aggregate amount of all such Junior Debt Payments plus (B) the aggregate amount of all Restricted Payments made in reliance on Section 7.06(g) shall not exceed an amount equal to (1) $125,000,000, plus (2) the Available Amount; provided, further, that, any Junior Debt Payment may be made (subject to satisfaction of clauses (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of proviso to this Section 7.14(b)) if the most recently ended Test Period, on Borrower shall have delivered to the Administrative Agent a Pro Forma BasisCompliance Certificate demonstrating that, would be no greater upon giving Pro Forma Effect to such Junior Debt Payment, the Consolidated Net Leverage Ratio is less than 6.75:1.00)3.25 to 1.0, (vc) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal the Borrower may make Junior Debt Payments to the aggregate amount of cash contributions extent made after solely with the Closing Date to the Borrower in exchange for Qualified Equity Interests Capital Stock 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 (viid) 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 7.03may redeem, subject to purchase, defease, discharge or otherwise satisfy the subordination provisions applicable thereto. Second Lien Notes (bincluding any premiums thereon (including tender premiums)) Amend, modify or change in any manner materially adverse to with the interests proceeds of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without Revolving Loans and/or the consent of the Required Lenders (not to be unreasonably 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 reclassificationTerm Loans.

Prepayments, Etc. of Indebtedness. (a) Optionally The 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 the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof (whether directly or indirectly), or make any Junior Debt with an outstanding principal amount payment in excess violation of the Threshold Amount any subordination terms of, any Indebtedness for borrowed money (it being understood that payments of regularly scheduled interest and “AHYDO” payments under other than any such Junior 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 the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Exempt Proceeds, (ii) the conversion thereof to with Exempt Equity Interests (other than Disqualified Equity Interests) of the Borrower Proceeds or any parent entity, (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 at the time made not to exceed $150,000,000; (A)(1g) the greater of, at the time made, (x) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 repurchase, defeasance, or other satisfaction of Junior Debt meets the criteria of more than one unscheduled payment of the categories described above, the Borrower shall, in its sole discretion, classify or divide 2003 Second Lien Notes; (h) any such prepayment, redemption, purchase purchase, defeasance, or other satisfaction unscheduled payment of Junior Debt 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 (j) notwithstanding anything to the contrary in this Section 7.14, any portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such prepayment, redemption, purchase purchase, defeasance, or other satisfaction unscheduled payment made solely with the net proceeds of any Junior Debt (Indebtedness or the issuance of any Capital Stock by the Borrower 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 reclassificationits Restricted Subsidiaries.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) any New Senior Notes, any Retained Existing Notes, any Permitted Additional Notes or any other Indebtedness (or guarantees in respect thereof) that is subordinated to the Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clause), except for Financing”) except (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), ; (ii) the refinancing thereof with the Net Cash Proceeds of any Specified Equity Contribution made substantially contemporaneously with such prepayment, redemption, purchase, defeasance or other satisfaction; (iii) prepayments and redemptions of Repurchased Existing Notes (as defined in the Existing Credit Agreement); (iv) on or after September 30, 2015, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may redeem a portion of the New Senior Toggle Notes in an aggregate principal amount equal to the product of (x) $30,000,000 and (y) a fraction (which, for the avoidance of doubt, cannot exceed one), the numerator of which is the aggregate principal amount of such Indebtedness outstanding on such date for United States federal income tax purposes and the denominator of which is $1,500,000,000; (v) beginning on the fifth anniversary of the date of issuance of the New Senior Notes, so long as no Default has occurred and is continuing, the Parent Borrower or a Restricted Subsidiary may make “AHYDO catch-up” payments on such Indebtedness; (vi) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower Parent or any parent entity, of its direct or indirect parents; (iiivii) prepaymentsso long as no Default is continuing or would result therefrom, 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 at the time of Restricted Payments made pursuant to Section 7.06(l), not to exceed the sum of (A)(11) the greater of, at the time made, (x) of $215,00,000 and (y) 35.0550,000,000 or 1.75% of Consolidated EBITDA as of the last day of the most recently ended Test Period minus Total Assets at such time and (2) the amount of Investments made Available Amount at such time; (viii) [Reserved]; and (ix) the Parent Borrower may prepay, redeem, purchase (including pursuant to Section 7.02(t)(iian offer to purchase) plus (B) Indebtedness outstanding under any New Senior Notes with the Available Amount (provided that, at the time proceeds of any asset disposition to the extent such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clauses (a) and (b) of the 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, proceeds are (i) no Event of Default shall have occurred not required to be used to prepay the CF Facilities under the CF Credit Agreement and be continuing or would result therefrom are not used to voluntarily prepay the CF Facilities and (ii) required to be so applied under the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretoNew Senior Notes Indentures. (b) Make any payment in violation of any subordination terms of any Junior Financing Documentation. (c) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents Financing Documentation, Retained Existing Notes Indenture, the CCO Cash Management Arrangements, the CCU Notes or the CCO Intercompany Agreements, in each case without the consent of the Administrative Agent and the Required Lenders (not to be unreasonably withheld withheld); it being understood and agreed that any extension of the CCO Cash Management Arrangements, the CCU Notes or delayed), and excluding the CCO Intercompany Agreements or 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, change in the event that a prepayment, redemption, purchase or other satisfaction interest rate on the CCU Notes approved by the Board of Junior Debt meets the criteria of more than one Directors of the categories described aboveParent Borrower, 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 will be permitted deemed not to be made in reliance on materially adverse to the applicable exception or exceptions as interests of the date of such reclassificationLenders.

Prepayments, Etc. of Indebtedness. (ai) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entitycompany, (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)(1A) the greater of, at the time made, (x) $215,00,000 185,000,000 and (y) 35.020% 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 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 2.00:1.00therefrom), (iv) 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 payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.003.00:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 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 thereto. (bii) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationcovenant.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay(i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior any Indebtedness of a Loan Party permitted hereunder that is subordinated to the date that is one year prior to the scheduled maturity date thereof any Obligations expressly by its terms (collectively, “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for (i) the refinancing thereof with the Net Cash Proceeds of of, or in exchange for, any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (Permitted Refinancing, to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) not required to prepay the Term Loan or the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent entityParent, (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) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretoresults therefrom. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders or materially more burdensome to any Loan Party any term or condition of any Junior Debt Documents Financing Documentation or any other Indebtedness of a Loan Party that is subordinated to the Obligations expressly by its terms without the consent of the Required Lenders Administrative Agent. (not c) Make any earn-out or similar payment related to be unreasonably withheld a Permitted Acquisition or delayedother permitted acquisition or Investment (including the Kecy Acquisition, the Thixoforming Acquisition and the ATC Acquisition), and excluding other than any such amendment payment made solely in Qualified Equity Interests of the Borrower and other than any such payment satisfying the following conditions: (i) immediately prior to and after giving effect thereto, no Default or modification that Event of Default shall have occurred and be continuing or would not result therefrom; (ii) (A) the Parent and its Subsidiaries shall be prohibited under in compliance with the definition of “Permitted Refinancing” with respect financial covenants set forth in Section 7.14 on a Pro Forma Basis after giving effect 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 payment as of the date last day of the fiscal quarter most recently ended, (B) the Total Leverage Ratio shall be lower than the lesser of (1) 3.50:1.00 and (2) the maximum ratio permitted by Section 7.14(b) at such time, adjusted by reducing the numerator of such reclassificationratio by 0.50, on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended and the Senior Leverage Ratio shall be lower than the lesser of (1) 2.50:1.00 and (2) the maximum ratio permitted by Section 7.14(c) at such time, adjusted by reducing the numerator of such ratio by 0.50, on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended, and (C) the Parent shall have delivered to the Administrative Agent a Compliance Certificate evidencing in reasonable detail compliance with the financial covenants and ratios described in subclauses (A) and (B) of this clause (ii) and such Compliance Certificate, including the calculations set forth therein, shall be reasonably acceptable to the Administrative Agent; and (iii) after giving effect to such payment, the sum of (i) the aggregate amount of unrestricted cash and cash equivalents held by the Loan Parties and their Subsidiaries plus (ii) the Availability in respect of the Revolving Commitments shall not be less than $10,000,000.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayMake an optional or voluntary prepayment, redeem, purchase, redemption or purchase or defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior the Senior Notes, any 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 date that is one year prior Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries to the scheduled maturity date thereof extent permitted by any applicable subordination provisions) (collectively, the “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for except: (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 from the substantially concurrent issuance of new shares of its common stock or other common equity interests; (iii) any prepayment, redemption, purchase, defeasance or other satisfaction of the Senior Notes or any parent entityIndebtedness 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, (iiiy) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (z) to the extent any Loans or Commitments are outstanding that are included in the determination of Required Pro Rata Lenders, 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 at the time made not to exceed (A)(1) the greater of, at the time made, Available Amount; provided (x) $215,00,000 no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (y) 35.0% of solely with respect to clause (v) above, the Consolidated EBITDA Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended Test Period minus (2) 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, to the amount extent any Loans or Commitments are outstanding that are included in the determination of Investments made Required Pro Rata Lenders, 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 7.02(t)(ii6.1 and on a pro forma basis; (vi) plus 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; (Bvii) the Available Amount additional payments of or in respect of Junior Financing in an amount not to exceed $20,000,000; (provided that, at the time of any such payment, with respect to any viii) additional prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified repayments in clauses respect to Junior Financings so long as (ax) and (b) the Consolidated Total Leverage Ratio as of the definition last day of Available Amountthe 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 4.75:1.00, (y) no Specified Default or Event of Default shall have occurred exist immediately before or immediately after giving effect thereto on a pro forma basis and be continuing (z) to the extent any Loans or would result therefrom and Commitments are outstanding that are included in the Interest Coverage Ratio determination of Required Pro Rata Lenders, the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the end fiscal quarter of the Parent Borrower most recently ended Test Period, for which financial statements have been delivered pursuant to Section 6.1 and on a Pro Forma Basis, would be no less than 2.00:1.00), pro forma basis; and (ivix) other additional prepayments, redemptions, purchases, defeasances and other payments thereof prior repayments in respect to their scheduled maturity Junior Financings in an amount not to exceed in the aggregate any unused amount under Section 7.6(d)(i); provided that any amounts utilized pursuant to this clause (provided thata)(ix), at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Periodreduce, on a Pro Forma Basisdollar for dollar basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior the amounts available under such section to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 theretomake Restricted Payments. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any documentation governing any Junior Debt Documents without 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 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 reclassificationLenders.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior (1) the Senior Notes (if any), any Incremental Equivalent Debt, or any Permitted External Refinancing Debt or (2) any other Indebtedness that is subordinated to the date that is one year prior Obligations expressly by its terms (other than Indebtedness among the Borrower and its Subsidiaries) at any time during the term of this Agreement (all such Indebtedness referred to in the scheduled maturity date thereof any preceding clause (1) and this clause (2), collectively, the “Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseFinancing”), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing thereof, (ii) the conversion thereof of any such Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower from the substantially concurrent issuance of new shares of its common stock or any parent entityother common equity interests, (iii) prepaymentswith respect to subordinated debt, redemptionsto the extent permitted by any applicable subordination provisions, purchasesand (iv) the Borrower may prepay, defeasances and other payments thereof redeem, purchase, defease or otherwise satisfy prior to their the scheduled maturity in an aggregate amount thereof any Junior Financing; provided that at the time made not to exceed (A)(1) the greater of, at the time made, thereof (x) $215,00,000 and the Borrower is in compliance on a Pro Forma Basis with Section 7.12 after giving effect to such action, (y) 35.0% there shall be at least $50,000,000 of Consolidated EBITDA as of the last day of the most recently ended Test Period minus Available Liquidity, both immediately prior to and after such action, and (2z) 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 prepaymentssuch action, redemptionsthe amount of which, purchaseswhen added to the amount of all other such actions under this clause (iv), defeasances and other payments made utilizing amounts specified in clauses (aInvestments under Section 7.02(z) and (bRestricted Payments pursuant to Section 7.06(k) in the immediately preceding twelve months, is in excess of $100,000,000, the definition of Available Amount, no Specified Event of Default Borrower shall have occurred and be continuing or would result therefrom and furnished to the Interest Coverage Ratio as of the end of the most recently ended Test Period, Administrative Agent a Compliance Certificate prepared on a Pro Forma Basis, would be no less than 2.00:1.00), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided which Compliance Certificate shall demonstrate that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma BasisBasis as of the date thereof, no Default (including under Section 7.12) would be deemed to have occurred at such time; provided that, in each case, no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made Default shall exist immediately before or immediately after the Closing Date to the 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 giving effect thereto on 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 theretoPro Forma Basis. (b) Amend, modify or change any term or condition of any documentation governing any Junior Financing in a manner that would (i) permit a payment not otherwise permitted by Section 7.07(a), (ii) contravene any manner subordination or intercreditor provisions then in effect or (iii) otherwise be materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with the Net Cash Proceeds net cash proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityParent 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 ofamount, at the time made, (x) $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, measured at the time of any such payment, with respect not to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clauses (a) and (b) of exceed the definition of Available Equity 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 thereof prior to their scheduled maturity so long as (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (ix) no Event of Default shall have occurred and be continuing or would result therefrom and (iiy) after giving pro forma effect thereto the Total Leverage Ratio (calculated on a pro forma basis) is not greater than 3.75:1.00 as of the end last day of the Test Period most recently ended Test Periodended, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other the Borrower may make additional prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal aggregate amount, measured at the time of payment, not to the aggregate amount of cash contributions made after the Closing Date to the 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 exceed the Available Amount, constitute a Cure Amount or “Cure Amount” (as defined in the ABL Facility) and (viiv) other prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Debt prior to their scheduled maturity with respect to intercompany Indebtedness among so long as (x) no Event of Default has occurred and is continuing and (y) the Borrower and its Subsidiaries permitted under Section 7.03is in compliance, subject to the subordination provisions applicable thereto.on a pro forma basis, with a Total Leverage Ratio no greater than 1:00:1.00; (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any the Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 excluding 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 amendment repayment or modification that would not be prohibited under the definition prepayment or (ii) substantially concurrent transfers of “Permitted Refinancing” credit positions in connection 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) intercompany debt restructurings so long as the prepayment, redemption, purchase or other satisfaction of Junior Debt (as so divided and/or reclassified) would be such Indebtedness is permitted by Section 7.03 after giving effect to be made in reliance on the applicable exception or exceptions as of the date of such reclassificationtransfer.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to (X) the date that is one year prior to Senior Unsecured Notes, (Y) the scheduled maturity date thereof Senior Secured Notes or (Z) any Junior Subordinated Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments mandatory prepayments under any the Senior Unsecured Notes, the Senior Secured Notes or such Junior Subordinated Debt Documents and payments of AHYDO Amounts (as defined in the Senior Unsecured Notes Indenture as of the Closing Date) required under the Senior Unsecured Notes Indenture, shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Lead Borrower or any parent entityof its direct or indirect parents (or, after a Qualifying IPO, any Intermediate Holding 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)(1) the greater ofAvailable Amount, at the time made, provided that (x) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom therefrom, (y) at the time of any such payment and (ii) after giving effect thereto and the Total Leverage Ratio incurrence of any Indebtedness in connection therewith, the Company shall have been in compliance, on a Pro Forma Basis, with the Financial Covenants as of the end of the most recently ended recent Test PeriodPeriod and (z) in the case of any such payment in an amount in excess of $50,000,000, on the Lead Borrower has delivered to the Administrative Agent a Pro Forma Basiscertificate of a Responsible Officer, would be no greater than 6.75:1.00)together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of the Available Amount and[reserved], (iv) [reserved] and (v) other prepayments, redemptions, purchases, defeasances and other payments thereof of the Senior Secured Notes and/or, the Senior Unsecured Notes or any Subordinated Debt prior to their scheduled maturity as part (x) only with cash generated from operations and proceeds of an applicable high yield discount obligation catch-up payment, the borrowing of Incremental Term Loans and (viy) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount not to exceed $250,000,▇▇▇.▇▇ the amount of cash any capital contributions made after or with the Closing Date to the Borrower in exchange Net Cash Proceeds from any Permitted Equity Issuance (or issuance of debt securities that have been converted into or exchanged for Qualified Equity Interests Interests) (other than any Cure Amount, any capital contributions by Parent or any of the Borrower, except its Subsidiaries in connection with a Trigger Event (other than capital contributions from a direct or indirect parent of Parent) or any other capital contributions or equity or debt issuances to the extent utilized in connection with any other transaction transactions permitted by pursuant to Section 7.02, Section 7.03 7.06 or Section 7.06, 7.09 or the definition of Available Amount) received or made by the Company (or any direct or indirect parent thereof and except contributed by such parent to the extent Company) during the period from and including the Business Day immediately following the Closing Date through and including the date of such cash contributions increase the Available Amountprepayment, constitute a Cure Amount redemption, purchase, defeasance 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 theretopayment. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior the Redemption Notes, Senior Unsecured Notes Indenture, Senior Secured Notes Indenture or Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally The Parent will not, and will not permit any Restricted Subsidiary to (i) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to any Indebtedness (other than Permitted First Priority Indebtedness, Indebtedness under the date that is one year prior to Revolving Loan Credit Agreement and Ordinary Course Indebtedness) (collectively, together with any Permitted Refinancing of the scheduled maturity date thereof foregoing, “Junior Financing”), or make any payment in violation of any subordination terms of any Junior Debt with Financing Documentation, except (x) a prepayment of Junior Financing made at an outstanding principal amount aggregate price not in excess of the Threshold Available Amount on the date of such election that the Borrower elects to apply to this Section 10.07(a)(i), such election to be specified in a written notice of a Senior Officer of the Borrower calculating in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied; provided that (it being understood that payments of regularly scheduled interest A) immediately before and “AHYDO” payments under immediately after giving Pro Forma Effect to any such Junior Debt Documents prepayment, no Default or Event of Default shall not have occurred and be prohibited by this clausecontinuing; and (B) immediately after giving effect to any such prepayment, the First Lien Leverage Ratio determined on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom), except as if such prepayment had occurred at the beginning of the most recent Test Period for which financial statements have been delivered pursuant to clause (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interestsa) or Indebtedness (b) of Section 9.01 shall be less than 3.75:1.00, (y) a prepayment of Junior Financing provided that immediately after giving effect to such prepayment, the extent such Indebtedness constitutes Total Leverage Ratio determined on a Permitted RefinancingPro Forma Basis (including a pro forma application of the net proceeds therefrom), as if such prepayment had occurred at the beginning of the most recent Test Period for which financial statements have been delivered pursuant to clause (iia) or (b) of Section 9.01 shall be less than 2.50:1.00 and (z) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower ); or 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) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amendamend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Administrative Agent or the Lenders any term or condition of any Junior Debt Documents without Financing Documentation in respect of any Junior Financing with a principal amount (individually or when aggregated with any other Junior Financing so affected as part of a related series of transactions) that exceeds $50,000,000. (b) The Parent will not waive, amend, modify, terminate or release any Junior Financing with a principal amount (individually or when aggregated with any other Junior Financing so affected as part of a related series of transactions) that exceeds $50,000,000 to the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding extent that any such amendment waiver, amendment, modification, termination or modification that release would not be prohibited under adverse to 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) Lenders 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 reclassificationmaterial respect.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to (X) the date that is one year prior to Senior Unsecured Notes, (Y) the scheduled maturity date thereof Senior Secured Notes or (Z) any Junior Subordinated Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments mandatory prepayments under any the Senior Unsecured Notes, the Senior Secured Notes or such Junior Subordinated Debt Documents and payments of AHYDO Amounts (as defined in the Senior Unsecured Notes Indenture as of the Closing Date) required under the Senior Unsecured Notes Indenture, shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Lead Borrower or any parent entityof its direct or indirect parents (or, after a Qualifying IPO, any Intermediate Holding 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)(1) the greater ofAvailable Amount, at the time made, provided that (x) $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 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom therefrom, (y) at the time of any such payment and (ii) after giving effect thereto and the Total Leverage Ratio incurrence of any Indebtedness in connection therewith, the Company shall have been in compliance, on a Pro Forma Basis, with the Financial Covenants as of the end of the most recently ended recent Test PeriodPeriod and (z) in the case of any such payment in an amount in excess of $50,000,000, on the Lead Borrower has delivered to the Administrative Agent a Pro Forma Basiscertificate of a Responsible Officer, would be no greater than 6.75:1.00)together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of the Available Amount and (viv) other prepayments, redemptions, purchases, defeasances and other payments thereof of the Senior Secured Notes and/or the Senior Unsecured Notes prior to their scheduled maturity as part (x) only with cash generated from operations and proceeds of an applicable high yield discount obligation catch-up payment, the borrowing of Incremental Term Loans and (viy) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date not to the 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 theretoexceed $250,000,000. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior the Redemption Notes, Senior Unsecured Notes Indenture, Senior Secured Notes Indenture or Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally In the case of any Indebtedness that is not subordinated Indebtedness, if an Event of Default under Sections 8.01(a) or (b) (only with respect to an Event of Default under Section 7.11) shall have occurred and be continuing, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clause)except, except for (i) the refinancing thereof prepayment of the Credit Extensions in accordance with the Net Cash Proceeds terms of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)this Agreement, (ii) regularly scheduled or required repayments or redemptions of Indebtedness in respect of the conversion thereof to Senior Notes and other Indebtedness set forth in Schedule 7.02(b) and refinancings and refundings of such Indebtedness in compliance with Section 7.02(c) and (iii) prepayments of such Indebtedness with consideration constituting the exchange of Qualified Equity Interests for the extinguishment of such Indebtedness; and (b) in the case of subordinated Indebtedness, make any payments other than Disqualified Equity Interests(i) regularly scheduled payments of interest and otherwise in compliance with the Borrower subordination terms thereof, (ii) (1) prior to the MLP Public Offering Date, so long as no Default exists or any parent entitywould result therefrom, prepayments of such Indebtedness in an amount not to exceed the Cumulative Net Income Amount as in effect immediately before the respective prepayment; provided that after giving effect to such prepayment, the Consolidated Interest Coverage Ratio for the most recently ended fiscal quarter for which financial statements are available would be at least 2.00:1.00, or (2) on or after the MLP Public Offering Date, so long as no Default exists or would result therefrom, prepayments of such Indebtedness in an amount not to exceed the MLP Cumulative Amount as in effect immediately before the respective prepayment, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof (1) prior to their scheduled maturity the MLP Public Offering Date, so long as no Default exists or would result therefrom, prepayments of such Indebtedness in an aggregate amount at the time made not to exceed (A)(1) the greater of, at Equity Proceeds Amount as in effect immediately before the time made, (x) $215,00,000 and (y) 35.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period minus respective prepayment or (2) on or after the amount of Investments made pursuant to Section 7.02(t)(ii) plus (B) the Available Amount (provided thatMLP Public Offering Date, 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 definition of Available Amount, so long as no Specified Event of Default shall have occurred and be continuing exists or would result therefrom and the Interest Coverage Ratio as without duplication of the end prepayments of the most recently ended Test Period, on a Pro Forma Basis, would be no less than 2.00:1.00such Indebtedness made with amounts pursuant to Section 7.16(b)(ii)(2) and Section 7.16(b)(iii)(1), prepayments of such Indebtedness in an amount not to exceed the Incremental Funds Amount as in effect immediately before the respective prepayment and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time prepayments of such prepayments, redemptions, purchases, defeasances or other payments, (i) no Event Indebtedness with consideration constituting the exchange of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of for 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 extinguishment of such reclassificationIndebtedness.

Prepayments, Etc. of Indebtedness. (a) Optionally prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest interest, AHYDO payments and “AHYDO” payments mandatory prepayments under any such Junior Debt Documents shall not be prohibited by this clause), ) except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entityof its 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 at the time made not to exceed (A)(1A) the greater of, at the time made, of (x) $215,00,000 31,250,000 and (y) 35.025% of Consolidated EBITDA as of the last day of Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) calculated on a Pro Forma Basis, plus (B) the Available Amount Amount, (provided that, that at the time of any such paymentprepayment, with respect to any prepaymentsredemption, redemptionspurchase, purchases, defeasances and defeasance or other payments made utilizing amounts specified payment (x) in clauses (a) and reliance on clause (b) of the definition of “Available Amount, ” no Specified Event of Default shall have occurred and be continuing or would result therefrom and (y) the Interest Coverage 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 less greater than 2.00:1.005.25:1.00), plus (C) the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (ix) no Default or Event of Default shall have has occurred and be is continuing or would result therefrom and (iiy) 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 6.75:1.003.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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) Optionally prepayMake any Restricted Debt Payments (whether in cash, redeemsecurities or other property) of any Additional Permitted Debt, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess Financing (other than the Subordinated Contribution Note), any Excluded Sale-Leaseback or any Permitted Refinancing of the Threshold Amount foregoing (it being understood that payments of regularly scheduled interest and collectively, the “AHYDO” payments under any such Junior Debt Documents shall not be prohibited by this clauseRestricted Debt”), except for except: (i) Restricted Debt Payments in the refinancing thereof with the Net Cash Proceeds form of Equity Interests (so long as no Change of Control would result therefrom) of Holdings or any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Intermediate Holding Company, (ii) the conversion thereof of such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of the Borrower Holdings or any parent entity, Intermediate Holding Company (as long as no Change of Control would result therefrom); (ii) payments of principal as and when due in respect of any Restricted Debt (subject to applicable subordination provisions relating thereto); (iii) prepaymentsRestricted Debt Payments with the Net Cash Proceeds of any Permitted Equity Issuances for the purpose of making such payment or prepayment; (iv) Restricted Debt Payments from any Permitted Refinancing thereof; (v) Restricted Debt Payments in respect of the Subordinated Captive Insurance Note so long as no Default then exists or would arise as a result of the making of such payment and such payments are not restricted by the subordination provisions thereof; and (vi) in addition to the foregoing Restricted Debt Payments: (A) additional Restricted Debt Payments, redemptions, purchases, defeasances so long as (1) no Default shall exist or would result therefrom and other payments thereof prior to their scheduled maturity in an (2) the aggregate amount at of such Restricted Debt Payments does not exceed an amount per fiscal year equal to $85,000,000, plus (aa) if Alternate Availability for each of the time five days immediately preceding the making of such Restricted Debt Payment and on the date on which such Restricted Debt Payment is made not (determined on each such relevant date on a pro forma basis by giving effect to exceed any Loans made or Letters of Credit issued in connection with or in contemplation of such Restricted Debt Payment, the proceeds of which are to be applied to the payment of such Restricted Debt Payment), equals or exceeds the Trigger Amount, the Net Cash Proceeds of Permitted Equity Issuances (A)(1other than Specified Equity Contributions) the greater ofthat are Not Otherwise Applied, at the time made, (x) $215,00,000 and (ybb) 35.0% of Consolidated EBITDA if 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 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, the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) is at least 1.10 to 1.00, would be no less than 2.00:1.00)the Available Amount that is Not Otherwise Applied; and (B) additional Restricted Debt Payments, so long as (iv) 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 payments, (i1) no Event of Default shall have occurred and be continuing exist or would result therefrom and therefrom; (ii2) on the Total Leverage Ratio as date such Restricted Debt Payment is made, Pro Forma Excess Availability shall equal or exceed 15.00% of the end Loan Cap; (3) if, on the date such Restricted Debt Payment is made, Pro Forma Excess Availability is less than 17.50% of the most recently ended Test PeriodLoan Cap, then the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma BasisBasis as of the last day of the Test Period) shall be at least 1.10 to 1.00; and (4) the Chief Financial Officer or other financial officer of the Lead Borrower shall have executed and delivered a certificate to the Administrative Agent demonstrating in reasonable detail the satisfaction of each of the conditions set forth in this clause (B); (C) [reserved]; (D) additional Restricted Debt Payments in the form of payments of principal of Additional Permitted Debt (and any related payment of interest, fees, and expenses which are paid simultaneously) which constitutes senior, unsecured Indebtedness, so long as (1) no Default shall exist or would be no greater than 6.75:1.00)result therefrom; (2) Alternate Availability (determined on a pro forma basis by giving effect to such Restricted Debt Payment) equals or exceeds the Trigger Amount; and (3) until such time as (x) the Tranche A-1 Commitments have been terminated or have expired, and (vy) other prepaymentseither fixed assets are not eligible for inclusion in, redemptionsand are not included in, purchasesthe calculation of the Borrowing Base, defeasances or the amount of availability derived from Eligible Real Property and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount Eligible Rolling Stock is equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests or less than 15% of the BorrowerTranche A Borrowing Base, except such payment is made with Designated Funds; and (E) additional Restricted Debt Payments in the form of payments of principal of Additional Permitted Debt which constitutes senior, first-lien Indebtedness, so long as (1) until such time as (aa) the Tranche A-1 Commitments have been terminated or have expired and (bb) fixed assets are neither eligible for inclusion in, nor included in, the calculation of the Borrowing Base, Alternate Availability (determined on a pro forma basis by giving effect to the extent utilized any Loans made or Letters of Credit issued in connection with any other transaction permitted by Section 7.02or in contemplation of such Restricted Debt Payment), Section 7.03 equals or Section 7.06, and except to exceeds the extent such cash contributions increase the Available Amount, constitute a Cure Trigger Amount or “Cure Amount” (as defined 2) at all other times, Alternate Availability (determined on a pro forma basis by giving effect to any Loans made or Letters of Credit issued in the ABL Facility) and (vii) other prepaymentsconnection with or in contemplation of such Restricted Debt Payment), 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 theretoequals or exceeds $0.00. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Financing Documentation, any Additional Permitted Debt Documents or any documents relating to any Permitted Refinancing of the foregoing without the consent of the Required Administrative Agent; provided that amending, modifying or changing any Additional Permitted Debt Documents to secure the obligations with respect thereto with Liens on the Collateral which are permitted by Section 7.01(ee) hereof and, if applicable, subject to the terms of an Acceptable Intercreditor Agreement, shall not be deemed to be materially adverse to the interests of the Lenders. For the avoidance of doubt, any amendment, modification or change to any term or provision contained in any Additional Permitted Debt Document which directly or indirectly restricts, prohibits or otherwise limits the amount of secured Loans and secured Letters of Credit permitted to be incurred by the Borrowers and the Guarantors under this Agreement or any of the other Loan Documents, shall be deemed to be materially adverse to the interests of the Lenders (it being understood and agreed that the restrictions in the Additional Permitted Debt Documents evidencing any Senior Notes or in any other Additional Permitted Debt Documents which are no more restrictive than the restrictions in effect as of the Fifth Restatement Effective Date shall be deemed not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under materially adverse to 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 interests 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 reclassificationLenders).

Prepayments, Etc. of Indebtedness. (a) Optionally The Borrower will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under shall be permitted) any such Junior Debt Documents shall not be prohibited by this clause)Financing or make any payment in violation of any subordination terms of any Junior Financing, except for (i) prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financing as part of the refinancing thereof Target Refinancing or with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Permitted Refinancing Indebtedness (to the extent in respect of such Indebtedness constitutes a Permitted Refinancing)Junior Financing, (ii) payments upon the conversion thereof of any Junior Financing to cash or Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent entityBorrower, (iii) so long as no Event of Default has occurred and is continuing or would arise after giving effect thereto, prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of any Junior Financing in an aggregate amount at the time made not to exceed the sum of (A)(1A) $60,000,000 less any amounts used to make Restricted Payments pursuant to Section 6.04(g)(x) plus (B) the greater ofAvailable Amount; provided that in the case of clause (iii)(B), at the time madeTotal Net Leverage Ratio on a Pro Forma Basis, (x) $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 recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 7.02(t)(ii5.01(a) 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 or (b) of the 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 greater than 2.00:1.00)4.00:1.00, (iv) 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 payments, (i) no Event satisfaction of Default shall have occurred and be continuing or would result therefrom and (ii) any Junior Financing so long as on a Pro Forma Basis the Total Net Leverage Ratio as of the end last day of the most recently ended Test Period, on a Pro Forma Basis, recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) would be no greater than 6.75:1.00), not exceed 3.00 to 1.00 and (v) other prepayments, redemptions, purchases, defeasances and or other payments thereof prior satisfaction of any Junior Financing, when combined with the amount of Restricted Payments made pursuant to their scheduled maturity as part of an applicable high yield discount obligation catch-up paymentSection 6.04(d), (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal not to the aggregate exceed $60,000,000 in any fiscal year (with any unused amount of cash contributions made after the Closing Date to the Borrower in exchange such base amount available 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 use 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 theretonext succeeding fiscal year). (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, taken as a whole, in their capacity as such, Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationFinancing.

Prepayments, Etc. of Indebtedness. (a) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or 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 or any parent entitycompany, (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)(1A) the greater of, at the time made, (x) $215,00,000 165,000,000 and (y) 35.030% 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 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 2.00:1.00therefrom), (iv) 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 payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.003.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the 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 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 thereto. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably 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 reclassificationcovenant.