Common use of Prepayments, Etc Clause in Contracts

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, . Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of regularly scheduled principal and interest on the Senior Notes shall be permitted), ) any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) Unsecured Financing or make any payment in violation of any subordination terms of any Junior Unsecured Financing Documentation, except (ia) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the refinancing thereof Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the Net Proceeds of any Indebtedness covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (to the extent such Indebtedness constitutes b) a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(gthereof (including through exchange offers and similar transactions), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), ; (iic) the conversion of any Junior Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary solely with respect to the extent not prohibited by Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the subordination provisions contained in Senior Notes after the Intercompany Note, date that is one (iv1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings year prior to their scheduled the maturity in an aggregate amount not to exceedthereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Default or Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances shall have occurred and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is be continuing or would result therefrom, unlimited prepayments any voluntary prepayment, redemption, purchase or satisfaction of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing Compliance with 100% of the Parent IPO Proceeds (subject to covenant set forth in Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code 7.10 after giving effect to such indebtednesspayment, prepayment, redemption, purchase, defeasance or satisfaction. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay. Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the scheduled maturity due date thereof in any manner (it being understood that payments of regularly scheduled principal interest, fees, premiums, indemnification payments and interest expenses when due and mandatory prepayments shall be permitted), ) any subordinated Junior Indebtedness incurred under Section 7.03(gin an outstanding principal amount exceeding the greater of (1) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms $8,000,000 and (2) 15.0% of the Loan Documents (collectively, “Junior Financing”) Consolidated EBITDA of Holdings for the most recently ended Test Period or make any payment in violation of any subordination terms of any such Junior Financing DocumentationIndebtedness (collectively, except “Restricted Prepayments”), except: (ia) the refinancing thereof with the Net Proceeds net cash proceeds of (i) any Indebtedness issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent such not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing and, if of such Junior Indebtedness was originally incurred under Section 7.03(g), and (y) is permitted pursuant to Section 7.03(g)), subordinated in right of payment to the extent not required to prepay any Loans pursuant to Section 2.05(b), Obligations; (iib) the conversion of any Junior Financing Indebtedness to Equity Interests (other than Disqualified Qualified Equity Interests; (c) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity Prepayments in an aggregate amount not to exceedexceed the Available Amount; provided that with respect to Restricted Prepayments made in reliance on the Growth Amount, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuing, shall result therefrom and (y) the portion, if any, Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated Closing Date on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus Basis; (yd) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made [reserved]; (ie) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefromtherefrom and (y) immediately after giving effect to such Restricted Prepayment, unlimited prepayments of Junior Financing so long as the Consolidated Total Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 3.00:1.00; (f) Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect to 1.00intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtednesssubordination provisions applicable thereto. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted)any Indebtedness, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing DocumentationSubordinated Indebtedness, except (a) regularly scheduled 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 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 Proceeds making of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), 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 (or exchange) of any Junior Financing Indebtedness to Equity Interests (other than Disqualified Equity Interests) or Indebtedness of Holdings or any of its direct or indirect parents, (iiif) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) voluntary prepayments, redemptions, purchases, defeasances and or other payments in respect satisfactions of Junior Financings prior to their scheduled maturity Permitted Indebtedness in an aggregate amount not to exceed, when combined with exceed the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) Available Amount at such time so long as (i) no Event of Default is continuingthen exists or would arise as a result of entering into such transaction or the making such payment and (ii) after giving effect to such prepayment, redemption, purchase, defeasance or other satisfaction on a Pro Forma Basis, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Consolidated Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal would be at least 1.25:1.00 as of the last day of the most recently ended Fiscal Quarter and (g) the prepayment of Indebtedness incurred pursuant to 2.00 to 1.00, plus clauses (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (ia), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)b) and (viig) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness7.02. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) Holdings . Grand Parent and the ---------------------------------- Borrower shall not, nor and shall Holdings not permit any of the Restricted Subsidiaries other Omnipoint Loan Party (other than Grand Parent) to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted)manner, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentationof, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness owing by such Omnipoint Loan Party (to the extent such except that Grand Parent may prepay (whether optional or mandatory) any Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings owing by it or any of its direct Non-Party Subsidiaries, so long as in the case of a voluntary prepayment no payment default exists at the Borrower under this Agreement or indirect parentsthe Note Purchase Agreement), other than the prepayment of the Loans in accordance with the terms of this Agreement, the Intercreditor Agreement or as the Required Secured Creditors may otherwise agree; provided that the foregoing shall not apply to (i) Indebtedness owing to the FCC; (ii) prepayment of Intercompany Indebtedness to the extent the proceeds of Distributions may be used in compliance with Section 7.5; and (iii) notwithstanding anything contained in this Section 7.14, Grand Parent may refinance the prepayment of Indebtedness of Holdings Senior Notes provided that such refinancing (x) is unsecured and is not guaranteed or supported by the Borrower or any Restricted Subsidiary Guarantor, (y) does not have a maturity date prior to Holdings the maturity date of the Senior Notes or any Restricted Subsidiary manda tory amortization provisions more favorable to the extent not prohibited by the subordination provisions lenders thereunder than those contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) Senior Notes and (viiz) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments is on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change terms no more restrictive in any manner materially adverse material respect to Grand Parent or any Affiliate of Grand Parent than the interests terms of this Agreement are to Grand Parent or the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)applicable Affiliate.

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, . Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted), ) any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the refinancing thereof greater of (x) $35,000,000 and (y) 1.00% of Total Assets as of the end of the Test Period last ended, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Net Proceeds of any Indebtedness Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (to the extent such Indebtedness constitutes ii) a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bthereof (including through exchange offers and similar transactions), (iiiii) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, and (iv) prepayments, redemptions, purchases, defeasances and other payments in with respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each caseintercompany subordinated indebtedness, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as consistent with the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtednesssubordination terms thereof. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, . Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the date that is six months prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal interest and interest mandatory prepayments shall be permitted), ) the principal amount in respect of any subordinated Junior Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to with an outstanding principal amount exceeding the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) Threshold Amount or make any payment in violation of any subordination terms of any such Junior Financing DocumentationIndebtedness (collectively, except “Restricted Prepayments”), except: (ia) the refinancing thereof with the Net Proceeds net cash proceeds of (i) any Indebtedness issuance of Qualified Equity Interests of the Borrower (or Parent Entity thereof) to the extent such not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that constitutes a Permitted Refinancing and, if of such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), Junior Indebtedness; (iib) the conversion of any Junior Financing Indebtedness to Equity Interests (other than Disqualified Qualified Equity Interests; (c) Restricted Prepayments in an amount not to exceed the Available Amount; provided that with respect to Restricted Prepayments made in reliance on the Growth Amount, no Event of Holdings or any of its direct or indirect parents, Default shall result therefrom; (iiid) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity Prepayments in an aggregate amount not to exceed, when combined with (i) (A) the greater of (1) $260,000,000 and (2) 35.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period minus (B) Investments made pursuant to Section 7.02(s)(ii); (ii) (A) the greater of (1) $295,000,000 and (2) 40.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period minus (B) the amount of any Restricted Payments Payment made pursuant to Section 7.06(h7.06(i) minus (C) Investments made pursuant to Section 7.02(s)(iii), ; (we) $25,000,000 plus additional Restricted Prepayments so long as (x) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances has occurred and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefromtherefrom and (y) immediately after giving effect to such Restricted Prepayment, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 4.50:1.00; (f) Restricted Prepayments as part of applicable high yield discount obligation “catch-up” payments; and (g) Restricted Prepayments with respect to 1.00intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtednesssubordination provisions applicable thereto. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay. Prepay, redeem, purchase, defease defease, or otherwise satisfy prior to the scheduled maturity date thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted)manner, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing DocumentationIndebtedness, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iiia) the prepayment of Indebtedness the Credit Extensions in accordance with the terms of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Notethis Agreement, (ivb) prepayments, redemptions, purchases, defeasances and or other payments in respect of Junior Financings satisfactions prior to their the scheduled maturity of Senior Notes or Additional Notes (under and as defined in an aggregate amount not to exceedSection 7.02(b)); provided, when combined that (A) the Borrower and its Subsidiaries shall be in compliance with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated 7.11 on a Pro Forma Basis Basis, (B) no Default or Event of Default has occurred and is greater than continuing or equal would result from any such prepayment, redemption, purchase, defeasance or other satisfaction and (C) such prepayment, redemption, purchase, defeasance or other satisfaction shall not exceed the Available Amount as of the date of notice of any such prepayment, redemption, purchase, defeasance or other satisfaction (before giving effect to 2.00 such prepayment, redemption, purchase, defeasance or other satisfaction and as set forth in a certificate of a Responsible Officer delivered to 1.00the Administrative Agent), plus (yc) prepayments, redemptions, purchases, defeasances and or other payments in respect of Junior Financings that are made (i) in an amount equal satisfactions prior to the scheduled maturity of other Indebtedness permitted by Section 7.02(g) or Section 7.02(h) not to exceed an aggregate principal amount of Excluded Contributions previously received $1,000,000; provided, that (A) the Borrower and that Holdings elects to apply under this clause its Subsidiaries shall be in compliance with Section 7.11 on a Pro Forma Basis and (yB) no Default or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default has occurred and is continuing or would result therefromfrom any such prepayment, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than redemption, purchase, defeasance or equal to 5.20 to 1.00, other satisfaction and (vid) prepayments, redemptions, purchases, defeasances or other satisfactions prior to the scheduled maturity of Subordinated Debt; provided, that (A) the Borrower and its Subsidiaries shall be in compliance with Section 7.11 on a Pro Forma Basis and (B) no Default or Event of Default has occurred and is continuing or would result from any such prepayment, redemption, purchase, defeasance or other payments of Junior Financing with 100% satisfaction.” (xi) Exhibit D (Compliance Certificate) of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection Credit Agreement is hereby amended by restating with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtednessExhibit A attached hereto. (bxii) Holdings shall notSchedule 10.02 (Administrative Agent’s Office, nor shall it permit any Certain Addresses for Notices) of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)Credit Agreement is hereby amended by restating with Exhibit B attached hereto.

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted)manner, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of, any issuance of any Junior Financing DocumentationIndebtedness with a principal amount greater than $10.0 million, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iiia) the prepayment of Indebtedness the Secured Obligations in accordance with the terms of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Notethis Agreement, (ivb) regularly scheduled or required repayments or redemptions of Indebtedness and refinancings and refundings of Indebtedness in compliance with Section 6.02(d), (c) if Holdings shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 6.11 after giving effect thereto, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings Indebtedness prior to their its scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuing, exceed the portion, if any, of the Cumulative Credit on Retained Excess Cash Flow Amount at the time of such date prepayment, redemption, purchase, defeasance or other payment that Holdings elects to apply make in reliance on this Section 6.15(c) and (d) so long as (i) no Default shall have occurred and be continuing at the time of any such prepayment, redemption, purchase, defeasance or other payment in respect of Indebtedness prior to this paragraph; provided thatits scheduled maturity, if such payment is made from the proceeds of clause or would result therefrom and (bii) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated both immediately prior to and after giving effect (on a Pro Forma Basis is greater than Basis) to any such prepayment, redemption, purchase, defeasance or equal other payment in respect of Indebtedness prior to its scheduled maturity, the Consolidated Leverage Ratio does not exceed 2.00 to 1.00, plus (y) prepaymentsany other prepayment, redemptionsredemption, purchasespurchase, defeasances and defeasance or other payments payment in respect of Junior Financings that are made (i) in an amount equal Indebtedness prior to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtednessits scheduled maturity. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Subordinated Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest and AHYDO payments shall be permitted), ) (A) any subordinated Material Indebtedness incurred under Section 7.03(g) or any other Indebtedness Incurred after the Closing Date that is or is required to be subordinated, subordinated in right of payment, payment or lien on the Collateral to the Obligations pursuant under the Loan Documents, (B) any Permitted Additional Junior Debt to the terms extent contractually subordinated in right of payment or lien on the Collateral to the Obligations under the Loan Documents or (C) any Additional Notes that are contractually subordinated in right of payment to the Obligations under the Loan Documents (the Indebtedness described in clauses (A) through (C), collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except (i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, (x) for an aggregate purchase price not to exceed $200,000,000 plus an amount equal to the Available Amount as in effect immediately prior to the time of the making of such prepayment or (y) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b)or with Eligible Equity Proceeds that are Not Otherwise Applied, (ii) the conversion of any Junior Financing to Equity Interests Capital Stock (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parentsCapital Stock), (iii) the prepayment payments in respect of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, intercompany indebtedness and (iv) additional prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuingor satisfaction; provided that after giving Pro Forma Effect thereto, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Total Leverage Ratio calculated shall not exceed 1.75:1.00 on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application last day of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtednessmost recent Test Period for which financial statements are internally available. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, . Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted), ) any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed $25,000,000, plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the refinancing thereof Cumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made with the Net Proceeds Cumulative Amount, the Borrower Parties shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 and a Total Leverage Ratio of any Indebtedness (not greater than 4.75 to 1.0 as of the extent end of the Test Period then last ended, in each case, after giving effect to such Indebtedness constitutes payment, prepayment, redemption, purchase, defeasance or satisfaction,(ii) a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bthereof (including through exchange offers and similar transactions), (iiiii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents), (iiiiv) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary with respect to Holdings or any Restricted Subsidiary intercompany subordinated indebtedness, to the extent not prohibited by consistent with the subordination provisions contained in the Intercompany Note, terms thereof and (ivv) prepayments, redemptions, purchases, defeasances and defeasance or other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuing, the portion, if any, satisfaction of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtednessPermitted Rollover Notes. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of IndebtednessOF INDEBTEDNESS. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted)manner, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of of, any Junior Financing DocumentationIndebtedness, except except: (i) the refinancing thereof prepayment of the Loans in accordance with the Net Proceeds terms of any Indebtedness this Agreement, (ii) the prepayment, redemption, purchase, defeasance or other satisfaction prior to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant scheduled maturity thereof of the Existing Convertible Senior Subordinated Notes in an amount not to Section 7.03(g)), to exceed $20,000,000 in the extent not required to prepay any Loans pursuant to Section 2.05(b), aggregate, (iiiii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Indebtedness into Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, , (iv) prepaymentsthe prepayment, redemptionsredemption, purchasespurchase, defeasances and defeasance or other payments in respect of Junior Financings satisfaction prior to their the scheduled maturity in thereof of any other Indebtedness which is not subordinated to the Obligations so long as: (A) no Revolving Credit Loan, Swing Line Loan or Foreign Currency Loan is outstanding hereunder (or will be outstanding immediately after giving effect thereto); (B) the Borrower has cash on hand equal to an aggregate amount not to exceed, when combined with greater than $25,000,000; provided that only the amount of Restricted Payments cash on hand in excess of $25,000,000 shall be used to prepay, redeem, purchase, defease or otherwise satisfy such Indebtedness pursuant to this Section 7.06(h8.16(a)(iv); and (C) immediately before and after giving effect thereto, (w) $25,000,000 plus (x) so long as no Default or Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances shall have occurred and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is be continuing or would result therefrom; and (v) the prepayment, unlimited prepayments redemption, purchase, defeasance or other satisfaction prior to the scheduled maturity thereof of Junior Financing any Indebtedness subordinated to the Obligations so long as as: (A) no Loan is outstanding hereunder (or will be outstanding immediately after giving effect thereto); (B) the Consolidated Total Net Leverage Ratio calculated Borrower has cash on a Pro Forma Basis is less than or hand equal to 5.20 an amount greater than $25,000,000; provided that only the amount of cash on hand in excess of $25,000,000 shall be used to 1.00prepay, redeem, purchase, defease or otherwise satisfy such Indebtedness pursuant to this Section 8.16(a)(v); and (viC) prepaymentsimmediately before and after giving effect thereto, redemptions, purchases, defeasances no Default or Event of Default shall have occurred and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases be continuing or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtednesswould result therefrom. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amendAmend, modify or change in any manner materially that would be adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without (i) Existing Debt, (ii) Indebtedness under the consent Existing Convertible Senior Subordinated Notes Documents, (iii) Indebtedness under the 2004 Convertible Senior Subordinated Notes Documents, (iv) documentation governing the Additional Subordinated Indebtedness or (v) any other Indebtedness subordinated to any Obligations, or permit any of its Subsidiaries to do any of the Administrative Agent (which consent foregoing other than to prepay any Indebtedness payable to the Borrower; provided that prepayments shall be permitted in connection with any refinancing permitted pursuant to Section 8.03; provided further that such refinancing shall not be unreasonably withheld, conditioned accelerate any regularly scheduled or delayed)required repayment or redemptions.

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, . Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest and any AHYDO Payment shall be permitted), ) any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) so long as no Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the refinancing thereof greater of (x) $7,500,000 and (y) 1.5% of Total Assets as of the end of the Test Period last ended plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i)), and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Junior Financing under this Section 7.13 made in reliance on the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the Net Proceeds of any Indebtedness covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (to the extent such Indebtedness constitutes ii) a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bthereof (including through exchange offers and similar transactions), (iiiii) the conversion of any Junior Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, parent thereof and (iv) prepayments, redemptions, purchases, defeasances and other payments in with respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each caseintercompany subordinated indebtedness, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as consistent with the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtednesssubordination terms thereof. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay. Prepay, redeem, purchase, defease or otherwise satisfy or obligate itself to do so prior to the scheduled maturity thereof in any manner (it being understood that payments including by the exercise of regularly scheduled principal and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of paymentsetoff) with respect to any Indebtedness for borrowed money, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination subordination, standstill or collateral sharing terms of or governing any Junior Financing DocumentationSubordinated Indebtedness (collectively, “Restricted Debt Payments”), except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iiia) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b) in connection with Permitted Convertible Note Refinancings, (c) required repayments or redemptions of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to set forth in Schedule 7.02 so long as the extent not prohibited by the subordination provisions contained conditions set forth in the Intercompany Note, proviso of Section 7.02(b) are satisfied with respect to such repayment or redemption and (ivd) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity additional Restricted Debt Payments in an aggregate amount not to exceed, when combined with the amount of exceed $3,000,000 for all such Restricted Debt Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as (i) at the time of making such Restricted Debt Payment, no Default or Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances shall have occurred and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is be continuing or would result therefrom, unlimited prepayments (ii) on a Pro Forma Basis, immediately after giving effect to the making of Junior Financing so long as such Restricted Debt Payment (together with any related issuance or incurrence of Indebtedness (without netting of any cash proceeds thereof) and the consummation of any other related transaction), the Consolidated Total Senior Secured Net Leverage Ratio calculated shall be no greater than 1.50:1.00 as of the end of the most recently ended Measurement Period, and (iii) after giving effect to the making of such Restricted Debt Payments (together with any related issuance or incurrence of Indebtedness (without netting of any cash proceeds thereof) and the consummation of any other related transaction), the Loan Parties are in Pro Forma Compliance with the financial covenants in Section 7.11 determined on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% as of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application end of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).most recently ended Measurement Period. 174721465

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted)manner, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of of, any Junior Financing DocumentationIndebtedness, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iiia) the prepayment of Indebtedness the Secured Obligations in accordance with the terms of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Notethis Agreement, (ivb) regularly scheduled or required repayments or redemptions of Indebtedness and refinancings and refundings of Indebtedness in compliance with Section 6.02(d), (c) if Holdings shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 6.11 after giving effect thereto, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings Indebtedness prior to their its scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuing, exceed the portion, if any, of the Cumulative Credit on Retained Excess Cash Flow Amount at the time of such date prepayment, redemption, purchase, defeasance or other payment that Holdings elects to apply make in reliance on this Section 6.15(c) and (d) so long as (i) no Default shall have occurred and be continuing at the time of any such prepayment, redemption, purchase, defeasance or other payment in respect of Indebtedness prior to this paragraph; provided thatits scheduled maturity, if such payment is made from the proceeds of clause or would result therefrom and (bii) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated both immediately prior to and after giving effect (on a Pro Forma Basis is greater than Basis) to any such prepayment, redemption, purchase, defeasance or equal other payment in respect of Indebtedness prior to 2.00 its scheduled maturity, the Consolidated Leverage Ratio does not exceed 1.50 to 1.00, plus (y) prepaymentsany other prepayment, redemptionsredemption, purchasespurchase, defeasances and defeasance or other payments payment in respect of Junior Financings that are made (i) in an amount equal Indebtedness prior to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtednessits scheduled maturity. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. . (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt in an amount that is in excess of $53,000,000 (it being understood that payments of regularly scheduled principal interest, AHYDO payments and interest mandatory prepayments under any such Junior Debt Documents shall not be permitted), any subordinated Indebtedness incurred under Section 7.03(gprohibited by this clause) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bRefinancing), (ii) the conversion of any Junior Financing thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings the Borrower or any of its direct or indirect parentsparents (or any Intermediate Holding Company), (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings thereof prior to their scheduled maturity in an aggregate amount not to exceed, when combined with exceed (A) the amount greater of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event $42,500,000 and (y) 20% of Default is continuingConsolidated EBITDA of the Parents, the portionBorrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, if anyplus (B) the Available Amount, (provided that at the time of the Cumulative Credit any such prepayment, redemption, purchase, defeasance or other payment in reliance on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than Available Amount” no Specified Event of Default shall have occurred and be continuing or equal to 2.00 to 1.00would result therefrom), plus (yC) the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made thereof prior to their scheduled maturity (i) in an amount equal to provided that, at the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition time of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances or other payments, (x) no Default or Event of Default has occurred and other payments of Junior Financing with 100% is continuing and (y) the Total Leverage Ratio of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) Parents, the Borrower and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests as of the Lenders any term or condition of any Junior Financing Documentation without the consent end of the Administrative Agent (which consent shall not most recently ended Test Period, on a Pro Forma Basis, would be unreasonably withheld, conditioned or delayedno greater than 3.50:1.00).

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted)manner, any subordinated Indebtedness incurred under Section 7.03(g(x) or any other Indebtedness that is or is required to be subordinated, contractually subordinated in right of payment, payment to the Obligations pursuant expressly by its terms and/or (y) Indebtedness secured by a Lien on any of the Collateral contractually ranking junior to the terms of Liens on the Loan Documents Collateral securing the Secured Obligations (collectively, each a “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation), except except: (ia) the refinancing thereof with the Net Proceeds of any Indebtedness Junior Financing in accordance with Section 7.01; (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (iib) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents; (c) payments expressly permitted by any applicable subordination or intercreditor agreement (including, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Notepermitted thereunder, payments of any regularly scheduled principal, interest, mandatory prepayments or redemptions, mandatory offers to purchase, fees (ivincluding closing and consent fees), expenses and indemnification obligations); (d) any prepayments, redemptions, purchases, defeasances defeasements or other satisfactions with respect to such Junior Financing not in violation of any subordination or intercreditor agreement so long as, immediately before and after giving effect to such prepayment, redemption, purchase, defeasement or other payments satisfactions with respect to such Junior Financing, (i) no Event of Default shall have occurred and be continuing and (ii) on a Pro Forma Basis as of the last day of the most recently ended Measurement Period, Holdings and its Subsidiaries shall be in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined compliance with the amount of Restricted Payments pursuant to financial covenants set forth in Section 7.06(h), 7.11 for the most recently completed Measurement Period on a Pro Forma Basis; and (w) $25,000,000 plus (xe) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing exists or would result therefrom, unlimited prepayments of “AHYDO” catch up payments relating to subordinated or Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Indebtedness permitted under Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness7.02 may be made. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness; Amendments. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness that is expressly subordinated by contract in right of payment to the Obligations (other than intercompany Indebtedness so long as no Default or Event of Default shall have occurred and be continuing and Indebtedness incurred in connection with the Reorganization Transaction or the 2018 Reorganization US-DOCS\90330440.2103232196.9 Transaction) or any Indebtedness that is secured by a second-priority security interest in the Collateral (collectively, together with any Permitted Refinancing of the foregoing, “Junior Financing”) or any Unsecured Financing in an aggregate amount in excess of $75,000,000 (it being understood that payments of regularly scheduled interest and principal and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) a prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing or Unsecured Financing made using the refinancing portion, if any, of the Cumulative Credit on the date of such election that the Borrower Representative elects to apply to this Section 7.13(a)(i), such election to be specified in a written notice of a Responsible Officer of the Borrower Representative 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 such prepayment, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to any such prepayment, the Dutch BorrowerHoldings and the Restricted Subsidiaries shall be in Pro Forma Compliance with a First Lien Net Leverage Ratio of no greater than 4.50:1.00, such compliance to be determined on the Net Proceeds basis of any Indebtedness (the financial information most recently delivered to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted Administrative Agent and the Lenders pursuant to Section 7.03(g)), to 6.01(a) or (b) as though such prepayment had been made as of the extent not required to prepay any Loans pursuant to Section 2.05(b)first day of the applicable four fiscal quarter period covered thereby, (ii) the conversion of any Junior Financing or Unsecured Financing to Equity Interests (other than Disqualified Equity Interests) or the prepayment, redemption, purchase, defeasement or other satisfaction of Holdings Junior Financing or any Unsecured Financing with the proceeds of its direct or indirect parentsPermitted Equity Issuances (other than Cure Amounts) Not Otherwise Applied, (iii) the prepayment refinancing of Indebtedness of Holdings any Junior Financing or Unsecured Financing with any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany NotePermitted Refinancing thereof, (iv) prepaymentsthe prepayment, redemptionsredemption, purchasespurchase, defeasances and defeasement or other payments in respect of Junior Financings satisfaction prior to their the scheduled maturity of any Junior Financing, Unsecured Financing or Permitted Refinancing thereof, in an aggregate amount not to exceedexceed (x) $150,000,000 plus (y) the amount, when combined with the amount of if any, that is then available for Restricted Payments pursuant to Section 7.06(h), 7.06(f)(1) (w) $25,000,000 plus (x) so long as no Event of Default is continuing, such amount may be reduced from time to time in accordance with the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition terms of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv7.06(f)(1)) and (viiv) repaymentsthe prepayment, redemptionsredemption, purchases purchase, defeasance or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on other satisfaction of any indebtedness Indebtedness incurred or assumed pursuant to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. 7.03(b)(xiii); or (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without Documentation, any Unsecured Financing Documentation, in each case, in an aggregate amount in excess of $75,000,000 or any of its Organization Documents in any manner that is, taken as a whole, materially adverse to the consent interests of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)the Lenders.

Prepayments, Etc. of Indebtedness.. Make (or give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, repurchase or acquisition for value of (including, in each case without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), any Permitted Convertible Note, Permitted Additional Indebtedness or Junior Refinancing Debt; provided, however: (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or Borrower may make any payment in violation or prepayment on, or redemption or acquisition for value of, any Permitted Convertible Notes through the exercise of any subordination terms of any Junior Financing Documentationcall option in respect thereof that is settled in Company Common Stock or, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of any fractional shares to be issued, in cash, (b) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make any payment or prepayment on, or redemption or acquisition for value of, any Permitted Convertible Notes, other Permitted Additional Indebtedness or Junior Financings prior to their scheduled maturity Refinancing Debt in an aggregate principal amount during the term of this Agreement not to exceed, when combined taken together with the amount of Restricted Payments all Dividends paid pursuant to Section 7.06(h7.06(k), $50,000,000; (w) $25,000,000 plus (xc) so long as no Default or Event of Default is continuingthen exists or would result therefrom, the portionBorrower may make any payment or prepayment on, if anyor redemption or acquisition for value of, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than any 2015 Convertible Notes or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) 2017 Convertible Notes in an amount equal not to exceed the Net Cash Proceeds of the Term Loans; (d) the Borrower may make additional payments or prepayments on, or redemptions or acquisitions for value of, any Permitted Convertible Notes, Permitted Additional Indebtedness or Junior Refinancing Debt (x) to the amount of Excluded Contributions previously received and that Holdings elects extent made solely with Company Common Stock or Qualified Preferred Stock (whether pursuant to apply under this clause (yany conversion thereof or otherwise) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (vy) so long as no Default or Event of Default is continuing then exists or would result therefrom, unlimited prepayments to the extent made with the proceeds from (1) the substantially concurrent incurrence or issuance of any Additional Convertible Notes, Permitted Additional Indebtedness or Junior Financing Refinancing Debt or (2) an incurrence or issuance of Indebtedness pursuant to Section 7.02(l); (e) so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than no Default or equal to 5.20 to 1.00Event of Default shall then exist or result therefrom, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases repurchases and acquisitions for value in an amount measured at the time of any such repayment, redemption, repurchase or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness acquisition not to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to exceed Available Retained Excess Cash Flow at such indebtedness.time; and (bf) Holdings shall so long as no Default or Event of Default then exists or would result therefrom, the Borrower may use the proceeds of any borrowing under the ABL Credit Agreement to make any payment or prepayment on, or redemption or acquisition for value of, any Permitted Convertible Notes in an amount not to exceed $50,000,000. In addition to the foregoing, the Borrower will not, nor shall it and will not permit any of the Restricted Subsidiaries other Loan Parties to, repay or prepay any Intercompany Loan owed by any such Loan Party to amend, modify or change in any manner materially adverse to the interests a Subsidiary of the Lenders Borrower that is not a Loan Party at any term or condition time that an Event of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)Default exists and is continuing.

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, . Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of regularly scheduled principal and interest on the Senior Notes shall be permitted), ) any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) Unsecured Financing or make any payment in violation of any subordination terms of any Junior Unsecured Financing Documentation, except (ia) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the refinancing thereof Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with a Total Leverage Ratio of not greater than 5.50:1.00 as of the Net Proceeds end of any Indebtedness the Test Period then last ended after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (to the extent such Indebtedness constitutes b) a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(gthereof (including through exchange offers and similar transactions), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), ; (iic) the conversion of any Junior Unsecured Financing to Equity Interests (other than Disqualified Equity Interests); (d) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary solely with respect to the extent not prohibited by Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the subordination provisions contained in Senior Notes after the Intercompany Note, date that is one (iv1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings year prior to their scheduled the maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), thereof and (w) $25,000,000 plus (xe) so long as no Default or Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances shall have occurred and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is be continuing or would result therefrom, unlimited prepayments any voluntary prepayment, redemption, purchase or satisfaction of Junior Financing so long as the Consolidated Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with a Total Net Leverage Ratio calculated on a Pro Forma Basis is less of not greater than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% 5.50:1.00 as of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application end of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code Test Period then last ended after giving effect to such indebtednesspayment, prepayment, redemption, purchase, defeasance or satisfaction. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of IndebtednessDebt. (ai) Holdings shall notAmend, nor shall Holdings modify or change in any manner, or permit any of their Subsidiaries to amend, modify or change in any manner, any term or condition of any Surviving Debt, any Subordinated Debt or the Restricted Subsidiaries to, directly Discount Notes or indirectly, (ii) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted)manner, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of, any Debt, or permit any of any Junior Financing Documentationtheir Subsidiaries to do so, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iiix) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained Advances in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined accordance with the amount terms of Restricted Payments pursuant to Section 7.06(h)this Agreement, (w) $25,000,000 plus (x) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepaymentsif both before and after giving effect to any such prepayment, redemptionsredemption, purchasespurchase, defeasances and defeasance or other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i)satisfaction, in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing has occurred or would result therefrom, unlimited prepayments regularly scheduled or required repayments or redemptions of Junior Financing so long as Surviving Debt and (z) on or prior to January 31, 2000, the Consolidated Total Net Leverage Ratio calculated purchase of Senior Subordinated Notes at or below par if (1) the Borrower provides to the Lenders on or prior to the date of such purchase a Pro Forma Basis is less than certificate (A) stating that both before and after giving effect to any such purchase, no Default has occurred or equal to 5.20 to 1.00would result therefrom, (viB) prepaymentsstating that, redemptionsin the aggregate, purchases, defeasances not more than $13,300,000 of the Acquisition Advances have been used in connection with such purchase and other payments (C) demonstrating in reasonable detail pro forma compliance with Section 5.04 giving effect to such purchase and (2) any proceeds of Junior Financing the Acquisition Advances used in connection with 100such purchase shall not exceed $13,300,000 in the aggregate and shall equal not more than 66 2/3% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) purchase price of such Senior Subordinated Notes and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application not less than 33 1/3% of the “Applicable High-Yield Discount Obligation” rules purchase price of Section 163 such Senior Subordinated Notes shall be paid with the proceeds of the Code to such indebtednessa Permitted Issuance ." (bf) Holdings shall notSection 5.04(c) is amended by deleting the ratios set opposite the following dates and substituting therefor the ratio set forth below opposite each such date: Rolling Period Ending Closest To Ratio -------------------------------- ----- July 31, nor shall it permit any of 1999 1.40 : 1.00 October 31, 1999 1.50 : 1.00 January 31, 2000 1.60 : 1.00 (g) Section 5.04(e) is amended by deleting the Restricted Subsidiaries to amendratios set opposite the following dates and substituting therefor the ratio set forth below opposite each such date: Rolling Period Ending Closest To Ratio -------------------------------- ----- July 31, modify or change in any manner materially adverse 1999 2.20 : 1.00 October 31, 1999 2.10 : 1.00 January 31, 2000 2.00 : 1.00 (h) Schedule I to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)Credit Agreement is amended in full to read as set forth as Annex A hereto.

Prepayments, Etc. of Indebtedness. . (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt in an amount that is in excess of $53,000,000 (it being understood that payments of regularly scheduled principal interest, AHYDO payments and interest mandatory prepayments under any such Junior Debt Documents shall not be permitted), any subordinated Indebtedness incurred under Section 7.03(gprohibited by this clause) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bRefinancing), (ii) the conversion of any Junior Financing thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings the Borrower or any of its direct or indirect parentsparents (or any Intermediate Holding Company), (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings thereof prior to their scheduled maturity in an aggregate amount not to exceed, when combined with exceed (A) the amount greater of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event $42,500,00050,800,000 and (y) 20% of Default is continuingConsolidated EBITDA of the Parents, the portionBorrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, if anyplus (B) the Available Amount, (provided that at the time of the Cumulative Credit any such prepayment, redemption, purchase, defeasance or other payment in reliance on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than Available Amount” no Specified Event of Default shall have occurred and be continuing or equal to 2.00 to 1.00would result therefrom), plus (yC) the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made thereof prior to their scheduled maturity (i) in an amount equal to provided that, at the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition time of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances or other payments, (x) no Default or Event of Default has occurred and other payments of Junior Financing with 100% is continuing and (y) the Total Leverage Ratio of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) Parents, the Borrower and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests as of the Lenders any term or condition of any Junior Financing Documentation without the consent end of the Administrative Agent (which consent shall not most recently ended Test Period, on a Pro Forma Basis, would be unreasonably withheld, conditioned or delayedno greater than 3.50:1.00).

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Specified Junior Financing”) Debt or make any payment in violation of any subordination terms of any Junior Financing Documentation, Permitted Subordinated Indebtedness Documentation except (i) the refinancing thereof with the Net Cash Proceeds of any Permitted Subordinated Indebtedness (to or Excluded Contribution received by the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b)Borrower, (ii) the conversion of any Junior Financing Permitted Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) Interests of Holdings the Borrower or any of its direct or indirect parentsSubsidiaries), (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of any Specified Junior Financings Debt prior to their its scheduled maturity in an aggregate amount not to exceedamount, when combined together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(h), (w7.06(j) $25,000,000 plus (x) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) and together with all prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are previously made pursuant to this subclause (iiii), not to exceed (x) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause $100,000,000 plus (y) or the Available CNI Amount, and (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (viiv) prepayments, redemptions, purchases, defeasances and other payments of the Specified Junior Financing with 100% Debt (x) made from the proceeds of the Parent IPO Proceeds a Permitted Refinancing thereof or (subject y) required to Section 2.05(b)(ivbe made upon (A) a Change of Control or (B) an asset sale or casualty or condemnation event, provided that before and immediately after giving effect to a payment, redemption, purchase or defeasance set forth in this clause (a)(iii) or (a)(iv)(y)(A)) and (vii) repayments, redemptionsno Default or Event of Default shall exist or would result from such action, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Administrative Agent or the Lenders any term or condition of any documentation governing the Specified Junior Financing Documentation Debt without the consent of the Administrative Agent (which consent Joint Lead Arrangers, provided that nothing in this Section 7.12(b) shall not be unreasonably withheldprohibit the refinancing, conditioned replacement, extension or delayed)other similar modification of any Specified Junior Debt to the extent such refinancing, replacement, extension or other similar modification or the incurrence of Specified Junior Debt is otherwise permitted by Section 7.03.

Prepayments, Etc. of Indebtedness.. Make (or give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, repurchase or acquisition for value of (including, in each case without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), any Junior Restricted Payment Indebtedness (including, without limitation, in the case of Permitted Convertible Notes, any election to settle any such Permitted Convertible Note in cash upon conversion of such Permitted Convertible Note prior to maturity thereof and the payment of such cash to effect settlement); provided, however: (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or Company may make any payment in violation or prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes through the exercise of any subordination terms of any Junior Financing Documentationcall option in respect thereof that is settled in Company Common Stock or, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of any fractional shares to be issued, in cash, (b) so long as no Event of Default then exists or would result therefrom, the Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Financings prior to their scheduled maturity Restricted Payment Indebtedness in an aggregate amount not to exceed, at any time on or after the Closing Date, when combined taken together with the amount of Restricted Payments all Dividends paid pursuant to Section 7.06(h7.06(k) on or after the Closing Date, the greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA (as of the date of the making of such payment or prepayment, redemption or acquisition for value) (c) [reserved]; (d) the Company may make additional payments or prepayments on, (w) $25,000,000 plus or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness (x) to the extent made with Company Common Stock or Qualified Preferred Stock (whether pursuant to any conversion thereof or otherwise) or (y) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than then exists or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each casewould result therefrom, to the extent Not Otherwise Applied, made with the proceeds from (v1) the substantially concurrent incurrence or issuance of any Junior Restricted Payment Indebtedness or (2) an incurrence or issuance of Indebtedness pursuant to Section 7.02(l); (e) so long as no Event of Default is continuing then exists or would result therefrom, unlimited prepayments of the Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Financing Restricted Payment Indebtedness so long as the aggregate principal amount of Loans outstanding immediately after the respective payment or prepayment on, or redemption, repurchase or acquisition for value does not exceed the greater of $50,000,000 and 13.00% of LTM Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than EBITDA; and (f) other additional payments or equal to 5.20 to 1.00prepayments on, (vi) prepayments, or redemptions, purchasesrepurchase or acquisitions for value of, defeasances and other payments of any Junior Financing with 100% of Restricted Payment Indebtedness so long the Parent IPO Proceeds (subject Payment Conditions are satisfied. In addition to Section 2.05(b)(iv)) and (vii) repaymentsthe foregoing, redemptionsupon notice from the Administrative Agent, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. (b) Holdings shall Company will not, nor shall it and will not permit any of the other Loan Parties to repay or prepay any Intercompany Loan owed by any such Loan party to a Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests Subsidiary of the Lenders Company that is not a Loan Party at any term or condition time that an Event of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)Default exists and is continuing.

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled principal interest, AHYDO payments and interest mandatory prepayments under any such Junior Debt Documents shall not be permittedprohibited by this clause), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bRefinancing), (ii) the conversion of any Junior Financing thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parentsthe Borrower, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings thereof prior to their scheduled maturity in an aggregate amount not to exceed, when combined with exceed (A) the amount greater of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event $34,000,000 and (y) 20.0% of Default is continuingConsolidated EBITDA of the Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, plus (C) without duplication, the portionExcluded Contribution Amount (provided that (x) at the time of any such prepayment, if anyredemption, of the Cumulative Credit purchase, defeasance and other payment in reliance on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,Available Amount”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than , no Default or equal to 2.00 to 1.00, plus 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 in respect thereof; provided that, at the time of Junior Financings that are made such prepayment, redemption, purchase, defeasance and other payment, (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) no Default or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default has occurred and is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as therefrom and (ii) the Consolidated Total Net Leverage Ratio calculated of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis is less Basis, would be no greater than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness2.50:1.00. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation Debt Documents without the consent of the Administrative Agent Required Lenders (which consent shall not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay. • Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled principal interest, AHYDO payments and interest mandatory prepayments under any such Subordinated Debt Documents shall not be permittedprohibited by this clause), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with with, or the Net Proceeds exchange thereof for, of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bRefinancing), (ii) the conversion of any Junior Financing thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings the Parent Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings thereof prior to their scheduled maturity in an aggregate amount not to exceed, when combined with exceed (A) the amount greater of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event $799,400,000 and (y) 35% of Default is continuing, the portion, if any, Consolidated EBITDA of the Cumulative Credit Parent Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that (x) at the time of any such date that Holdings elects to apply to this paragraph; provided thatprepayment, if such redemption, purchase, defeasance and other payment is made from the proceeds of in reliance on clause (b) of the definition of “Cumulative CreditAvailable Amount,”: ” no Specified Event of Default shall have occurred and be continuing or would result therefrom, and (y) of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the Fixed Charge Coverage Ratio calculated Available Amount, on a Pro Forma Basis is greater than or equal the Parent Borrower would be able to 2.00 incur $1.00 pursuant to 1.00Section 7.03(r)(C)), plus (yC) without duplication, the Excluded Contribution Amount, at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the definition of “Excluded Contribution Amount,” no Specified Event of Default shall have occurred and be continuing or would result therefrom and (iv) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made thereof prior to their scheduled maturity (i) in an amount equal to provided that, at the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition time of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances or other payments, (x) no Event of Default has occurred and other payments of Junior Financing with 100% is continuing and (y) the Total Leverage Ratio of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined Borrower as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 end of the Code to such indebtedness. (b) Holdings shall notmost recently ended Test Period, nor shall it permit any of the Restricted Subsidiaries to amendon a Pro Forma Basis, would be no greater than 4.30:1.00). • Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation Subordinated Debt Documents without the consent of the Administrative Agent Required Lenders (which consent shall not to be unreasonably withheld, conditioned withheld or delayed).. • [Reserved]

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayDebt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt in excess of the greater of (x) $100 and (y) 18.8% of Adjusted EBITDA for the most recently ended Test Period calculated on a Pro Forma Basis (it being understood that payments of regularly scheduled principal interest, customary AHYDO catch-up payments and interest mandatory prepayments under any such Subordinated Debt Documents shall not be permittedprohibited by this Section 10.2(12)), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness such Debt (to the extent such Indebtedness Debt constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bDebt), (ii) the conversion of any Junior Financing thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings the Borrower or any of its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the prepayment greater of Indebtedness (x) $132.75 and (y) 25% of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to Adjusted EBITDA for the extent not prohibited by the subordination provisions contained in the Intercompany Notemost recently ended Test Period calculated on a Pro Forma Basis, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings thereof prior to their scheduled maturity in an aggregate amount not to exceedexceed the Available Amount, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as (A) no Event of Default has occurred and is continuingcontinuing or would immediately result therefrom and (B) solely with respect to the use of the Builder Component, the portion, if any, Consolidated Net Debt Leverage Ratio of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) Borrower as of the definition end of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated most recently ended Test Period, on a Pro Forma Basis is Basis, would be no greater than or equal to 2.00 to 1.004.60:1.00, plus and (yv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i)unlimited amounts, in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as (A) no Event of Default has occurred and is continuing or would immediately result therefrom, unlimited prepayments of Junior Financing so long as therefrom and (B) the Consolidated Total Net Debt Leverage Ratio calculated of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis is less Basis, would be no greater than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness3.35:1.00. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness; Amendments. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness that is expressly subordinated by contract in right of payment to the Obligations (other than intercompany Indebtedness so long as no Default or Event of Default shall have occurred and be continuing) or any Indebtedness that is secured by a second-priority security interest in the Collateral (collectively, together with any Permitted Refinancing of the foregoing, “Junior Financing”) in an aggregate amount in excess of $75,000,000 (it being understood that payments of regularly scheduled interest and principal and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) a prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing made using the refinancing portion, if any, of the Cumulative Credit on the date of such election that the Borrower Representative elects to apply to this Section 7.13(a)(i), such election to be specified in a written notice of a Responsible Officer of the Borrower Representative calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof with elected to be so applied; provided that (A) immediately before and immediately after giving Pro Forma Effect to such prepayment, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to any such prepayment, the Net Proceeds Borrower Parties would be permitted to Incur at least $1.00 of any Indebtedness (unsecured Permitted Additional Debt, such compliance to be determined on the basis of the financial information most recently delivered to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted Administrative Agent and the Lenders pursuant to Section 7.03(g)), to 6.01(a) or (b) as though such prepayment had been made as of the extent not required to prepay any Loans pursuant to Section 2.05(b)first day of the applicable four fiscal quarter period covered thereby, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) or the prepayment, redemption, purchase, defeasement or other satisfaction of Holdings or any Junior Financing with the proceeds of its direct or indirect parentsPermitted Equity Issuances (other than Cure Amounts) Not Otherwise Applied, (iii) the prepayment refinancing of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or Junior Financing with any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany NotePermitted Refinancing thereof, (iv) prepaymentsthe prepayment, redemptionsredemption, purchasespurchase, defeasances and defeasement or other payments in respect of Junior Financings satisfaction prior to their the scheduled maturity of any Junior Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed, when combined with exceed the greater of $400,000,000 and 6.0% of Consolidated Total Assets (less the aggregate amount of all Restricted Payments made pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv7.06(f)(1)) and (viiv) repaymentsthe prepayment, redemptionsredemption, purchases purchase, defeasance or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on other satisfaction of any indebtedness Indebtedness incurred or assumed pursuant to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. 7.03(b)(xiii); or (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without in an aggregate amount in excess of $75,000,000 or any of its Organization Documents in any manner that is, taken as a whole, materially adverse to the consent interests of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)the Lenders.

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments any of regularly scheduled principal and interest shall be permitted)the Senior Subordinated Notes, any subordinated Existing Notes, Indebtedness incurred under pursuant to Section 7.03(g7.03(b)(ix)(B) or Section 7.03(c)(v) any other Permitted Subordinated Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents and any Permitted Holdco Debt (collectively, “Junior Financing”"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 refinancing prepayment, redemption, purchase or defeasance thereof with (A) the Net Cash Proceeds of any Indebtedness Specified Issuance Proceeds Not Otherwise Applied or (B) amounts available to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted make Restricted Payments pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b7.06 (d)(ii)(B) or (g), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents), (iii) the prepayment scheduled mandatory payments of Indebtedness applicable high yield discount by Holdings on Junior Financing of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary on the date that is not prior to the extent not prohibited by first scheduled interest payment date thereunder after the subordination provisions contained in fifth anniversary of the Intercompany Note, issuance date and (iv) prepayments, redemptions, purchases, defeasances and other payments the purchase or redemption of Existing Notes purchased or called for redemption on the Closing Date in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined connection with the amount Transaction and the repurchase of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long any Existing Notes tendered in any change of control offer required as no Event of Default is continuing, the portion, if any, a result of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause Transaction or (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Administrative Agent or the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)Documentation.

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled principal interest, AHYDO payments and interest mandatory prepayments under any such Subordinated Debt Documents shall not be permittedprohibited by this clause), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with with, or the Net Proceeds exchange thereof for, of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bRefinancing), (ii) the conversion of any Junior Financing thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings the Parent or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings thereof prior to their scheduled maturity in an aggregate amount not to exceed, when combined with exceed (A) the amount greater of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event $50,000,000 and (y) 13.0% of Default is continuing, the portion, if any, Consolidated EBITDA of the Cumulative Credit Parent for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that (x) at the time of any such date that Holdings elects to apply to this paragraph; provided thatprepayment, if such redemption, purchase, defeasance and other payment is made from the proceeds of in reliance on clause (b) of the definition of “Cumulative CreditAvailable Amount,”: ” (A) no Specified Event of Default shall have occurred and be continuing or would result therefrom and (B) the Fixed Charge Coverage Total Leverage Ratio calculated of the Parent as of the end of the most recently ended Test Period, on a Pro Forma Basis is Basis, would be no greater than 3.00:1.00 (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 equal to 2.00 to 1.00would result therefrom, plus (yC) without duplication, the Excluded Contribution Amount, (iv) payments and prepayments utilizing amounts otherwise available pursuant to Section 7.06, and (iv) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made thereof prior to their scheduled maturity (i) in an amount equal to provided that, at the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition time of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances or other payments, (x) no Specified Event of Default has occurred and other payments of Junior Financing with 100% is continuing and (y) the Total Leverage Ratio of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 end of the Code to such indebtednessmost recently ended Test Period, on a Pro Forma Basis, would be no greater than 2.50:1.00). (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation Subordinated Debt Documents without the consent of the Administrative Agent Required Lenders (which consent shall not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of Indebtedness.. Make (or give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, repurchase or acquisition for value of (including, in each case without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), any Junior Restricted Payment Indebtedness (including, without limitation, in the case of Permitted Convertible Notes, any election to settle any such Permitted Convertible Note in cash upon conversion of such Permitted Convertible Note prior to maturity thereof and the payment of such cash to effect settlement) (collectively, “Restricted Debt Payments”); provided, however: (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or Company may make any payment in violation or prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes through the exercise of any subordination terms of any Junior Financing Documentationcall option in respect thereof that is settled in Company Common Stock or, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of any fractional shares to be issued, in cash, (b) so long as no Event of Default then exists or would result therefrom, the Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Financings prior to their scheduled maturity Restricted Payment Indebtedness in an aggregate amount not to exceed, at any time on or after the Closing Date, when combined taken together with the amount of Restricted Payments all Dividends paid pursuant to Section 7.06(h7.06(k) on or after the Closing Date, the greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA (as of the date of the making of such payment or prepayment, redemption or acquisition for value) (c) [reserved]; (d) the Company may make additional payments or prepayments on, (w) $25,000,000 plus or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness (x) to the extent made with Company Common Stock or Qualified Preferred Stock (whether pursuant to any conversion thereof or otherwise) or (y) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than then exists or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each casewould result therefrom, to the extent Not Otherwise Applied, made with the proceeds from (v1) the substantially concurrent incurrence or issuance of any Junior Restricted Payment Indebtedness or (2) an incurrence or issuance of Indebtedness pursuant to Section 7.02(l); (e) so long as no Event of Default is continuing then exists or would result therefrom, unlimited prepayments of the Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Financing Restricted Payment Indebtedness so long as the aggregate principal amount of Loans outstanding immediately after the respective payment or prepayment on, or redemption, repurchase or acquisition for value does not exceed the greater of $50,000,000 and 13.00% of LTM Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than EBITDA; and (f) other additional payments or equal to 5.20 to 1.00prepayments on, (vi) prepayments, or redemptions, purchasesrepurchase or acquisitions for value of, defeasances and other payments of any Junior Financing with 100% of Restricted Payment Indebtedness so long the Parent IPO Proceeds (subject Payment Conditions are satisfied. In addition to Section 2.05(b)(iv)) and (vii) repaymentsthe foregoing, redemptionsupon notice from the Administrative Agent, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. (b) Holdings shall Company will not, nor shall it and will not permit any of the other Loan Parties to repay or prepay any Intercompany Loan owed by any such Loan party to a Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests Subsidiary of the Lenders Company that is not a Loan Party at any term or condition time that an Event of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)Default exists and is continuing.

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled principal interest, regularly scheduled principal, AHYDO Payments and interest mandatory prepayments under any such Subordinated Debt Documents shall not be permittedprohibited by this clause), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with with, or the Net Proceeds exchange thereof for, of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bRefinancing), (ii) the conversion of any Junior Financing thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings the Parent Borrower or any of its direct or indirect parentsparent, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings thereof prior to their scheduled maturity in an aggregate amount not to exceed, when combined with exceed (A) the amount greater of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event $130,000,000 and (y) 20.0% of Default is continuing, the portion, if any, Consolidated EBITDA of the Cumulative Credit Parent Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that at the time of any such date that Holdings elects to apply to this paragraph; provided thatprepayment, if such redemption, purchase, defeasance and other payment is made from the proceeds of in reliance on clause (b) of the definition definition, (A) no Specified Event of “Cumulative Credit,”: Default shall have occurred and be continuing or would result therefrom and (B) the Fixed Charge Coverage Total Leverage Ratio calculated of the Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis is Basis, would be no greater than or equal to 2.00 to 1.003.00:1.00 (excluding any such prepayment, redemption, purchase, defeasance and other payment made in reliance on clause (a) of the definition of “Available Amount”), plus (yC) without duplication, the Excluded Contribution Amount (provided that at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the definition of “Excluded Contribution Amount), no Specified Event of Default shall have occurred and be continuing or would result therefrom, (iv) payments and prepayments utilizing amounts otherwise available pursuant to Section 7.06(j) and (v) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made thereof prior to their scheduled maturity (i) in an amount equal to provided that, at the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition time of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances or other payments, (x) no Specified Event of Default has occurred and other payments of Junior Financing with 100% is continuing and (y) the Total Leverage Ratio of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined Borrower as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 end of the Code to such indebtednessmost recently ended Test Period, on a Pro Forma Basis, would be no greater than 2.50:1.00). (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation Subordinated Debt Documents without the consent of the Administrative Agent Required Lenders (which consent shall not to be unreasonably withheld, conditioned withheld or delayed).

Prepayments, Etc. of IndebtednessOF INDEBTEDNESS. (a) Holdings shall notExcept for (i) refinancings permitted by Sections 7.05(f), nor shall Holdings permit any (ii) a call of, or tender for, all or substantially all of the Restricted Subsidiaries toSenior Subordinated Notes using any combination of an issuance of Refinancing Indebtedness and Loans hereunder (including pursuant to the utilization of the increase option provided in Section 2.16), directly or indirectly(iii) the prepayment of the Seller Financed 101 Indebtedness, (iv) the prepayment of Acquired Indebtedness, and (v) other prepayments of Indebtedness incurred after the Closing Date in an aggregate principal amount during any fiscal year of SEI not to exceed $25,000,000 plus any portion of prepayments permitted but not made in prior fiscal years, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted)manner, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of of, any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained Indebtedness; provided that SEI may purchase outstanding Senior Subordinated Notes in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior open market from time to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) time so long as (A) after making each such purchase, no Default or Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances has occurred and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefromfrom such purchase, unlimited prepayments (B) after making any purchase that, when combined with all other such purchase made since the Closing Date, exceeds an aggregate repurchase amount of Junior Financing so long as $5,000,000 or any integral multiple of $5,000,000 in excess thereof, SEI delivers to the Administrative Agent a calculation showing that, after giving pro forma effect to such purchase, the Consolidated Total Net Senior Secured Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00the maximum permitted by Section 7.01(b), (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (viiC) repaymentsafter making each such purchase, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtednessAvailable Liquidity is not less than $25,000,000. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amendAmend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation Indebtedness other than amendments, modifications or changes (i) pursuant to Section 7.05(f) or that otherwise meet the requirements in the proviso to clause (f) of Section 7.05 (as if the amended, modified or changed terms or conditions were contained in Indebtedness extending, renewing, refunding or refinancing such Indebtedness), (ii) with respect to any Indebtedness incurred after the Closing Date that was permitted to be incurred pursuant to Section 7.05 without the consent approval of the terms thereof by the Administrative Agent, so long as, as so amended, modified or changed, such Indebtedness would have been permitted to be incurred without the approval of the Administrative Agent, or (iii) with respect to Indebtedness incurred after the Closing Date the terms of which were required by Section 7.05 to be approved by the Administrative Agent, so long as such amendment, modification or change does not result in the terms of any such Indebtedness being less favorable in any material respect to the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)and the Lenders.

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayDebt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted)manner, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of (A) the AT Korea Bonds, if as a result thereof the outstanding aggregate principal amount of the AT Korea Bonds would be less than the aggregate Commitments, or (B) any Junior Financing Documentationother Funded Debt (other than intercompany Debt), except except: (i) the refinancing thereof Borrower may prepay the Advances in accordance with the Net Proceeds terms of any Indebtedness this Agreement, (ii) the Borrower may make regularly scheduled payments or required repayments or redemptions of Existing Debt and other Debt to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred permitted under Section 7.03(g5.2(b), (iii) the Borrower may (A) convert into the Borrower's Permitted Equity Interests, any Convertible Subordinated Notes (2000), Convertible Subordinated Notes (2001) or any Debt issued by the Borrower after the Effective Date which is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests5.2(b) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances this Agreement and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributionswhich, in each case, is convertible by its terms into Borrower's Permitted Equity Interests, in accordance with their respective terms, or (B) otherwise exchange any of the foregoing for Permitted Equity Interests (and make any payment in connection therewith representing the value of any fractional share); (iv) the Borrower may repurchase or redeem Senior Notes for cash not exceeding (A) in the Fiscal Year ending December 31, 2003, $140,000,000 plus the amount of any Net Cash Proceeds arising from the sale of Anam Shares received by the Borrower during such Fiscal Year and (B) in any Fiscal Year thereafter, $100,000,000 plus the amount of any Net Cash Proceeds arising from the sale of Anam Shares received by the Borrower during such Fiscal Year; provided, however, in no event shall the amount in this clause (iv) exceed $300,000,000 in the aggregate during the term of the Facilities; and provided further that, after giving effect to each such purchase or redemption made pursuant to this clause (iv), the extent Not Otherwise Applied, Borrower shall be in compliance with Section 5.4(b); (v) so long the Borrower may (x) repurchase or redeem Senior Notes with the Net Cash Proceeds from a new issuance of Permitted Equity Interests of the Borrower or (y) exchange Senior Notes for Permitted Equity Interests; and (vi) the Borrower may make any payment, on or with respect to, or in connection with, the legal defeasance, redemption, repurchase or repayment of Debt of the Borrower or any Restricted Subsidiary permitted under Section 5.2(b) with any Net Cash Proceeds arising from the incurrence of Refinancing Debt or other Debt, and the Borrower may exchange Refinancing Debt for Refinanced Debt, each as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00respectively permitted under clauses (v), (vi) prepaymentsand (xi) of Section 5.2(b) (and, redemptionsin the case of such clause (v), purchases, defeasances and other payments of Junior Financing with 100% of only to the Parent IPO extent that Net Cash Proceeds (subject thereof are not required to be applied to the Obligations pursuant to Section 2.05(b)(iv2.6(b)(ii)). Notwithstanding anything herein to the contrary, the Borrower and its Restricted Subsidiaries shall be permitted to repay intercompany Debt incurred pursuant to clauses (ii), (iii) and (viiiv) repaymentsof Section 5.2, redemptionsor which constitutes Existing Debt, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness from time to avoid time at the application discretion of the “Applicable High-Yield Discount Obligation” rules Borrower; provided that at no time shall the outstanding aggregate principal amount of Section 163 of (x) all the Code AT Korea Bonds be less than the aggregate Commitments or (y) any AT Korea Bond be reduced to such indebtednesszero. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, . Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest and any AHYDO Payment shall be permitted), ) any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) Additional Financing or make any payment in violation of any subordination terms of any Junior Additional Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances shall have occurred and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is be continuing or would result therefrom, unlimited prepayments for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the greater of Junior (x) $8,625,000 and (y) 1.725% of Total Assets as of the end of the Test Period last ended plus (A) unused amounts available to make Restricted Payments under Section 7.06(f)(i)), and (B) an amount equal to the Cumulative Amount as in effect immediately prior to the time of making such purchase or prepayment; provided that, in the case of any prepayment, redemption, purchase, defeasement or other satisfaction of any Additional Financing so long as under this Section 7.13 made in reliance on the Consolidated Total Net Leverage Ratio calculated on a Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Basis is less than Compliance with the covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or equal to 5.20 to 1.00satisfaction, (viii) prepaymentsa Permitted Refinancing thereof (including through exchange offers and similar transactions), redemptions, purchases, defeasances and (iii) the conversion of any Additional Financing to Equity Interests of Holdings (other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)than Disqualified Equity Interests) or any direct or indirect parent thereof and (viiiv) repaymentswith respect to intercompany subordinated indebtedness, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of extent consistent with the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)subordination terms thereof.

Prepayments, Etc. of Indebtedness. . (adc) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled principal interest, AHYDO payments and interest mandatory prepayments under any such Subordinated Debt Documents shall not be permittedprohibited by this clause), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bRefinancing), (ii) the conversion of any Junior Financing thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings the Parent Borrower or any of its direct or indirect parentsparents (or any Intermediate Holding Company), (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings thereof prior to their scheduled maturity in an aggregate amount not to exceedamount, when combined aggregated with the amount of Restricted Payments made pursuant to Section 7.06(h7.06(j), not to exceed (wA) $25,000,000 plus the greater of (x) so long as $500,000,000 and (y) 20.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause shall have occurred and be continuing or would result therefrom) and (biv) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made thereof prior to their scheduled maturity (i) in an amount equal to provided that, at the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition time of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances or other payments, (x) no Default or Event of Default has occurred and other payments of Junior Financing with 100% is continuing and (y) the Total Leverage Ratio of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined Borrower as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 end of the Code to such indebtedness. (b) Holdings shall notmost recently ended Test Period, nor shall it permit any of the Restricted Subsidiaries to amendon a Pro Forma Basis, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not would be unreasonably withheld, conditioned or delayedno greater than 4.75:1.00).

Prepayments, Etc. of Indebtedness.. Make (or give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, repurchase or acquisition for value of (including, in each case without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), any Junior Restricted Payment Indebtedness (including, without limitation, in the case of Permitted Convertible Notes, any election to settle any such Permitted Convertible Note in cash upon conversion of such Permitted Convertible Note prior to maturity thereof and the payment of such cash to effect settlement); provided, however: (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or Company may make any payment in violation or prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes through the exercise of any subordination terms of any Junior Financing Documentationcall option in respect thereof that is settled in Company Common Stock or, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of any fractional shares to be issued, in cash, (b) so long as no Event of Default then exists or would result therefrom, the Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Financings prior to their scheduled maturity Restricted Payment Indebtedness in an aggregate amount not to exceed, at any time on or after the Closing Date, when combined taken together with the amount of Restricted Payments all Dividends paid pursuant to Section 7.06(h7.06(k) on or after the Closing Date, the greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA (as of the date of the making of such payment or prepayment, redemption or acquisition for value) (c) [reserved]; (d) the Company may make additional payments or prepayments on, (w) $25,000,000 plus or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness (x) to the extent made with Company Common Stock or Qualified Preferred Stock (whether pursuant to any conversion thereof or otherwise) or (y) so long as no Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than then exists or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each casewould result therefrom, to the extent Not Otherwise Applied, made with the proceeds from (v1) the substantially concurrent incurrence or issuance of any Junior Restricted Payment Indebtedness or (2) an incurrence or issuance of Indebtedness pursuant to Section 7.02(l); (e) so long as no Event of Default is continuing then exists or would result therefrom, unlimited prepayments of the Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Financing Restricted Payment Indebtedness so long as the aggregate principal amount of Loans outstanding immediately after the respective payment or prepayment on, or redemption, repurchase or acquisition for value does not exceed the greater of $50,000,000 and 13.00% of LTM Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than EBITDA; and 155 (f) other additional payments or equal to 5.20 to 1.00prepayments on, (vi) prepayments, or redemptions, purchasesrepurchase or acquisitions for value of, defeasances and other payments of any Junior Financing with 100% of Restricted Payment Indebtedness so long the Parent IPO Proceeds (subject Payment Conditions are satisfied. In addition to Section 2.05(b)(iv)) and (vii) repaymentsthe foregoing, redemptionsupon notice from the Administrative Agent, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. (b) Holdings shall Company will not, nor shall it and will not permit any of the other Loan Parties to repay or prepay any Intercompany Loan owed by any such Loan party to a Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests Subsidiary of the Lenders Company that is not a Loan Party at any term or condition time that an Event of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)Default exists and is continuing.

Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled principal interest, regularly scheduled principal, AHYDO paymentsPayments and interest mandatory prepayments under any such Subordinated Debt Documents shall not be permittedprohibited by this clause), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except for (i) the refinancing thereof with with, or the Net Proceeds exchange thereof for, of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bRefinancing), (ii20) the conversion of any Junior Financing thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings the Parent Borrower or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv21) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings thereof prior to their scheduled maturity in an aggregate amount not to exceed, when combined with exceed (A) the amount greater of Restricted Payments pursuant to Section 7.06(h), (w) $25,000,000 plus (x) so long as no Event $50,000,000130,000,000 and (y) 13.020.0% of Default is continuing, the portion, if any, Consolidated EBITDA of the Cumulative Credit Parent Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that (x) at the time of any such date that Holdings elects to apply to this paragraph; provided thatprepayment, if such redemption, purchase, defeasance and other payment is made from the proceeds of in reliance on clause (b) of the definition of “Cumulative Credit"Available Amount",”: ” (A) no Specified Event of Default shall have occurred and be continuing or would result therefrom and (B) the Fixed Charge Coverage Total Leverage Ratio calculated of the Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis is Basis, would be no greater than or equal to 2.00 to 1.003.00:1.00 (y) excluding any such prepayment, redemption, purchase, defeasance and other payment made in reliance on clause (a) of the definition of “Available Amount”), plus (yC) without duplication, the Excluded Contribution Amount (provided that at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the definition of “Excluded Contribution Amount,” no Specified Event of Default shall have occurred and be continuing or would result therefrom, plus (C) without duplication, the Excluded Contribution Amount), (iv) payments and prepayments utilizing amounts otherwise available pursuant to Section 7.06, and (iv)(v) other prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made thereof prior to their scheduled maturity (i) in an amount equal to provided that, at the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition time of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances or other payments, (x) no Specified Event of Default has occurred and other payments of Junior Financing with 100% is continuing and (y) the Total Leverage Ratio of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined Borrower as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 end of the Code to such indebtedness. (b) Holdings shall notmost recently ended Test Period, nor shall it permit any of the Restricted Subsidiaries to amendon a Pro Forma Basis, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not would be unreasonably withheld, conditioned or delayedno greater than 2.50:1.00).

Prepayments, Etc. of IndebtednessDebt. (ai) Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, prepayPrepay, redeem, purchase, call, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments manner, including, without limitation, as a result of regularly scheduled principal and interest shall be permitted)an asset sale, any subordinated Indebtedness incurred under Section 7.03(g) change of control or any other Indebtedness that is event or is required to be subordinatedoccurrence, in right of payment, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of, any Debt, including, without limitation, the Senior Subordinated Notes, or make any payment of any Junior Financing Documentationprincipal, except interest or liquidated damages in respect of the Senior Subordinated Notes, other than (iA) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(bas expressly provided in Schedule 4.01(aa), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iiiB) the prepayment of Indebtedness Advances in accordance with the terms of Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Notethis Agreement, (ivC) prepaymentsso long as no Default or Event of Default shall have occurred and be continuing, redemptionsor would result therefrom, purchases, defeasances and other regularly scheduled payments of interest (but not of principal) in respect of Junior Financings prior the Senior Subordinated Notes in accordance with the terms and conditions of the Senior Subordinated Note Indenture, (D) so long as no Default or Event of Default shall have occurred and be continuing, or would result therefrom, the redemption of up to their scheduled maturity 35% of the aggregate original principal amount of the Senior Subordinated Notes plus accrued but unpaid interest thereon in accordance with the terms and conditions of the Senior Subordinated Note Indenture with the net proceeds of one or more public offerings of common stock of the Borrower, and (E) so long as no Default or Event of Default shall have occurred and be continuing, or would result therefrom, the payment of Liquidated Damages (as such term is defined in the Senior Subordinated Note Documents) in an aggregate amount not to exceedexceed $150,000, when combined with the it being understood that any payment of Liquidated Damages which causes such aggregate amount of Restricted Payments pursuant to Section 7.06(h), (w) exceed $25,000,000 plus (x) so long as no 150,000 shall constitute an immediate Event of Default is continuing, the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this paragraph; provided that, if such payment is made from the proceeds of clause (b) of the definition of “Cumulative Credit,”: the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is greater than or equal to 2.00 to 1.00, plus (y) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings that are made (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (y) hereunder or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied, (v) so long as no Event of Default is continuing or would result therefrom, unlimited prepayments of Junior Financing so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00, (vi) prepayments, redemptions, purchases, defeasances and other payments of Junior Financing with 100% of the Parent IPO Proceeds (subject to Section 2.05(b)(iv)) and (vii) repayments, redemptions, purchases or defeasances in connection with “AHYDO Catch-up Payments,” defined as payments on any indebtedness to avoid the application of the “Applicable High-Yield Discount Obligation” rules of Section 163 of the Code to such indebtedness. (b) Holdings shall not, nor shall it permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation Existing Debt or Surviving Debt, including, without limitation, the consent Senior Subordinated Notes, or (iii) permit any of its Subsidiaries to do any of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)foregoing other than to repay any Debt payable to the Borrower.