Common use of Prepayments, Etc Clause in Contracts

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date thereof in any manner (it being understood that payments of interest, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the 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 Indebtedness (collectively, “Restricted Prepayments”), except: (a) the refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness to 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, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 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 intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto.

Prepayments, Etc. of Indebtedness. PrepayVoluntarily prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest, fees, premiums, indemnification payments and expenses when due and mandatory prepayments interest on the Senior Notes shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period Unsecured Financing or make any payment in violation of any subordination terms of any such Junior Indebtedness (collectivelyUnsecured Financing Documentation, “Restricted Prepayments”), except: except (a) the refinancing thereof with the net cash proceeds so long as no Default or Event of (i) any issuance of Qualified Equity Interests of Holdings (Default shall have occurred and be continuing or parent company thereof) to the extent not otherwise applied under this Agreement would result therefrom, for an aggregate purchase price, or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness to Qualified Equity Interests; (c) Restricted Prepayments in an amount aggregate prepayment amount, not to exceed the Available Amount; provided that with respect to Holdings and its Restricted Prepayments made Subsidiaries shall be in reliance on the Growth Amount, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately Compliance with the covenant set forth in Section 7.10 after giving effect to such Restricted Prepaymentpayment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less conversion of any Unsecured Financing to Equity Interests (other than or equal to 3.00:1.00; Disqualified Equity Interests), and (fd) Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments solely with respect to intercompany Indebtedness owed the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings or any of and its Restricted Subsidiaries permitted under shall be in Pro Forma Compliance with the covenant set forth in Section 7.037.10 after giving effect to such payment, subject to the subordination provisions applicable theretoprepayment, redemption, purchase, defeasance or satisfaction.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease defease, or otherwise satisfy in each case prior to the due scheduled maturity date thereof in any manner (it being understood that payments of interestmanner, feesany Indebtedness, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the 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 Indebtedness (collectively, “Restricted Prepayments”), except: except (a) the refinancing thereof prepayment of the Credit Extensions in accordance with the net cash proceeds terms of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; Agreement, (b) prepayments, redemptions, purchases, defeasances or other satisfactions prior to the conversion scheduled maturity of any Junior Indebtedness to Qualified Equity Interests; Senior Notes or Additional Notes (c) Restricted Prepayments under and as defined in an amount not to exceed the Available AmountSection 7.02(b)); provided provided, that with respect to Restricted Prepayments made in reliance on the Growth Amount, (x) no Event of Default shall result therefrom and (yA) the Total Net Leverage Ratio Borrower and its Subsidiaries shall not exceed the Total Net Leverage Ratio as of the Closing Date be in compliance with Section 7.11 on a Pro Forma Basis; , (d) [reserved]; (e) additional Restricted Prepayments so long as (xB) no Default or Event of Default has occurred and is continuing or would result therefrom from any such prepayment, redemption, purchase, defeasance or other satisfaction and (yC) immediately after 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 such Restricted Prepaymentprepayment, redemption, purchase, defeasance or other satisfaction and as set forth in a certificate of a Responsible Officer delivered to the Senior Secured Net Leverage Ratio calculated Administrative Agent), (c) prepayments, redemptions, purchases, defeasances or other 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 $1,000,000; 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 less than continuing or equal would result from any such prepayment, redemption, purchase, defeasance or other satisfaction and (d) prepayments, redemptions, purchases, defeasances or other satisfactions prior to 3.00:1.00;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 satisfaction.” (fxi) Restricted Prepayments as part Exhibit D (Compliance Certificate) of an applicable high yield discount obligation catch-up payments; andthe Credit Agreement is hereby amended by restating with Exhibit A attached hereto. (gxii) Restricted Prepayments Schedule 10.02 (Administrative Agent’s Office, Certain Addresses for Notices) of the Credit Agreement is hereby amended by restating with respect to intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoExhibit B attached hereto.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interestany Indebtedness, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the 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 Indebtedness (collectivelySubordinated Indebtedness, “Restricted Prepayments”), except: except (a) regularly scheduled or mandatory repayments or redemptions of Permitted Indebtedness, (b) prepayments of Indebtedness under the refinancing thereof with the net cash proceeds 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) any issuance no Default or Event of Qualified Equity Interests Default then exists or would arise as a result of Holdings (entering into such transaction or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or making of such 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 that (x) constitutes a made with the proceeds of Permitted Refinancing of such Junior Indebtedness and Indebtedness, (y) is subordinated in right of payment to the Obligations; (be) the conversion (or exchange) of any Junior Indebtedness to Qualified Equity Interests (other than Disqualified Equity Interests; ) or Indebtedness of Holdings or any of its direct or indirect parents, (cf) Restricted Prepayments voluntary prepayments, redemptions, purchases, defeasances or other satisfactions of Permitted Indebtedness in an amount not to exceed the Available Amount; provided that with respect to Restricted Prepayments made in reliance on the Growth Amount, Amount at such time so long as (xi) no Event of Default shall then exists or would arise as a result therefrom of entering into such transaction or the making such payment and (yii) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date after giving effect to such prepayment, redemption, purchase, defeasance or other satisfaction on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Consolidated Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.00:1.00; (f) Restricted Prepayments would be at least 1.25:1.00 as part of an applicable high yield discount obligation catch-up payments; and the last day of the most recently ended Fiscal Quarter and (g) Restricted Prepayments with respect the prepayment of Indebtedness incurred pursuant to intercompany Indebtedness owed to Holdings or any clauses (a), (b) and (g) of its Restricted Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto7.02.

Prepayments, Etc. of Indebtedness. PrepayVoluntarily prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interest, fees, premiums, indemnification payments regularly scheduled principal and expenses when due and mandatory prepayments interest shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period Financing or make any payment in violation of any subordination terms of any such Junior Indebtedness (collectivelyFinancing Documentation, “Restricted Prepayments”), except: (a) the refinancing thereof with the net cash proceeds of except (i) any issuance so long as no Event of Qualified Equity Interests 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 greater of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness $35,000,000 and (y) is subordinated in right 1.00% of payment 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 Obligations; 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 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, (bii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Junior Indebtedness Financing to Qualified Equity Interests of Holdings (other than Disqualified 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, (x) no Event of Default shall result therefrom and (yiv) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 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 intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03subordinated indebtedness, subject to the extent consistent with the subordination provisions applicable theretoterms thereof.

Prepayments, Etc. of Indebtedness. PrepayMake (or give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, redeemrepurchase or acquisition for value of (including, purchase, defease or otherwise satisfy 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 due date thereof in any manner (it being understood that payments payment of interestsuch cash to effect settlement); provided, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the 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 Indebtedness (collectively, “Restricted Prepayments”), excepthowever: (a) the refinancing Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes through the exercise of any call option in respect thereof with the net cash proceeds that is settled in Company Common Stock or, in respect of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) fractional shares to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated be issued, in right of payment to the Obligations;cash, (b) the conversion of any Junior Indebtedness to 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, (x) so long as no Event of Default shall then exists or would result therefrom therefrom, the Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Restricted Payment Indebtedness in an aggregate amount not to exceed, at any time on or after the Closing Date, when taken together with all Dividends paid pursuant to Section 7.06(k) on or after the Closing Date, the greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis;date of the making of such payment or prepayment, redemption or acquisition for value) (dc) [reserved]; (ed) the Company may make additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Prepayments 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 (x) no Event of Default has occurred and is continuing then exists or would result therefrom and therefrom, to the extent made with the proceeds from (y1) 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 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 Restricted Payment Indebtedness so long as the aggregate principal amount of Loans outstanding immediately after giving effect to such Restricted Prepaymentthe respective payment or prepayment on, or redemption, repurchase or acquisition for value does not exceed the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.00:1.00;greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA; and (f) other additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect Payment Indebtedness so long the Payment Conditions are satisfied. In addition to intercompany Indebtedness owed to Holdings or the foregoing, upon notice from the Administrative Agent, the Company will not, and will not permit any of its the other Loan Parties to repay or prepay any Intercompany Loan owed by any such Loan party to a Restricted Subsidiaries permitted under Section 7.03, subject to Subsidiary of the subordination provisions applicable theretoCompany that is not a Loan Party at any time that an Event of Default exists and is continuing.

Prepayments, Etc. of Indebtedness. PrepayMake (or give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, redeemrepurchase or acquisition for value of (including, purchase, defease or otherwise satisfy 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 due date thereof in any manner (it being understood that payments payment of interestsuch cash to effect settlement); provided, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the 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 Indebtedness (collectively, “Restricted Prepayments”), excepthowever: (a) the refinancing Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes through the exercise of any call option in respect thereof with the net cash proceeds that is settled in Company Common Stock or, in respect of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) fractional shares to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated be issued, in right of payment to the Obligations;cash, (b) the conversion of any Junior Indebtedness to 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, (x) so long as no Event of Default shall then exists or would result therefrom therefrom, the Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Restricted Payment Indebtedness in an aggregate amount not to exceed, at any time on or after the Closing Date, when taken together with all Dividends paid pursuant to Section 7.06(k) on or after the Closing Date, the greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis;date of the making of such payment or prepayment, redemption or acquisition for value) (dc) [reserved]; (ed) the Company may make additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Prepayments 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 (x) no Event of Default has occurred and is continuing then exists or would result therefrom and therefrom, to the extent made with the proceeds from (y1) 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 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 Restricted Payment Indebtedness so long as the aggregate principal amount of Loans outstanding immediately after giving effect to such Restricted Prepaymentthe respective payment or prepayment on, or redemption, repurchase or acquisition for value does not exceed the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.00:1.00;greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA; and 155 (f) other additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect Payment Indebtedness so long the Payment Conditions are satisfied. In addition to intercompany Indebtedness owed to Holdings or the foregoing, upon notice from the Administrative Agent, the Company will not, and will not permit any of its the other Loan Parties to repay or prepay any Intercompany Loan owed by any such Loan party to a Restricted Subsidiaries permitted under Section 7.03, subject to Subsidiary of the subordination provisions applicable theretoCompany that is not a Loan Party at any time that an Event of Default exists and is continuing.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy in each case or obligate itself to do so prior to the due date scheduled maturity thereof in any manner (it being understood that payments including by the exercise of interestany right of setoff) with respect to any Indebtedness for borrowed money, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period or make any payment in violation of any subordination subordination, standstill or collateral sharing terms of or governing any such Junior Subordinated Indebtedness (collectively, “Restricted PrepaymentsDebt Payments”), except: except (a) the refinancing thereof prepayment of the Credit Extensions in accordance with the net cash proceeds terms of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; Agreement, (b) the conversion of any Junior Indebtedness to Qualified Equity Interests; in connection with Permitted Convertible Note Refinancings, (c) required repayments or redemptions of Indebtedness set forth in Schedule 7.02 so long as the conditions set forth in the proviso of Section 7.02(b) are satisfied with respect to such repayment or redemption and (d) additional Restricted Prepayments Debt Payments in an aggregate amount not to exceed $3,000,000 for all such Restricted Debt Payments so long as (i) at the Available Amount; provided that with respect to time of making such Restricted Prepayments made in reliance on the Growth AmountDebt Payment, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and therefrom, (yii) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) , immediately after giving effect to the making of such Restricted PrepaymentDebt 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 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 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 intercompany Indebtedness owed to Holdings or any the end of its Restricted Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto.most recently ended Measurement Period. 174721465

Prepayments, Etc. of Indebtedness. . (a) Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interest, fees, premiums, indemnification payments and expenses when due and mandatory prepayments regularly scheduled interest shall be permitted) any the Specified Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period Debt or make any payment in violation of any subordination terms of any such Junior Permitted Subordinated Indebtedness Documentation except (collectively, “Restricted Prepayments”), except: (ai) the refinancing thereof with the net cash proceeds Net Cash Proceeds of (i) any issuance of Qualified Equity Interests of Holdings (Permitted Subordinated Indebtedness or parent company thereof) to Excluded Contribution received by the extent not otherwise applied under this Agreement or constituting a Cure Amount or Borrower, (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Permitted Subordinated Indebtedness to Qualified Equity Interests; Interests (cother than Disqualified Equity Interests of the Borrower or any of its Subsidiaries), (iii) Restricted Prepayments prepayments, redemptions, purchases, defeasances and other payments in respect of any Specified Junior Debt prior to its scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(j) and together with all prepayments, redemptions, purchases, defeasances and other payments previously made pursuant to this subclause (iii), not to exceed the Available Amount; provided that with respect to Restricted Prepayments made in reliance on the Growth Amount, (x) no Event of Default shall result therefrom and $100,000,000 plus (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as Available CNI Amount, and (iv) prepayments, redemptions, purchases, defeasances and other payments of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as Specified Junior Debt (x) no Event made from the proceeds of Default has occurred and is continuing a Permitted Refinancing thereof or would result therefrom and (y) required to be 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), no Default or Event of Default shall exist or would result from such Restricted Prepaymentaction, or (b) amend, modify or change in any manner materially adverse to the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis interests of the Administrative Agent or the Lenders any term or condition of any documentation governing the Specified Junior Debt without the consent of the Joint Lead Arrangers, provided that nothing in this Section 7.12(b) shall prohibit the refinancing, replacement, extension or 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 less than or equal to 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 intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries otherwise permitted under by Section 7.03, subject to the subordination provisions applicable thereto.

Prepayments, Etc. of Indebtedness. PrepayDebt. (i) Amend, 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 Discount Notes or (ii) prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interestmanner, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period or make any payment in violation of any subordination terms of, any Debt, or permit any of any such Junior Indebtedness (collectivelytheir Subsidiaries to do so, “Restricted Prepayments”), except: (a) the refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that other than (x) constitutes a Permitted Refinancing the prepayment of such Junior Indebtedness and the Advances in accordance with the terms of this Agreement, (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness to 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, (x) no Event of Default shall result therefrom if both before and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to any such Restricted Prepaymentprepayment, redemption, purchase, defeasance or other satisfaction, no Default has occurred or would result therefrom, regularly scheduled or required repayments or redemptions of Surviving Debt and (z) on or prior to January 31, 2000, the purchase of Senior Secured Net Leverage Ratio calculated 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 certificate (A) stating that both before and after giving effect to any such purchase, no Default has occurred or would result therefrom, (B) stating that, in the aggregate, not more than $13,300,000 of the Acquisition Advances have been used in connection with such purchase and (C) demonstrating in reasonable detail pro forma compliance with Section 5.04 giving effect to such purchase and (2) any proceeds of the Acquisition Advances used in connection with such purchase shall not exceed $13,300,000 in the aggregate and shall equal not more than 66 2/3% of the purchase price of such Senior Subordinated Notes and not less than or equal to 3.00:1.00;33 1/3% of the purchase price of such Senior Subordinated Notes shall be paid with the proceeds of a Permitted Issuance ." (f) Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; andSection 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, 1999 1.40 : 1.00 October 31, 1999 1.50 : 1.00 January 31, 2000 1.60 : 1.00 (g) Restricted Prepayments with respect to intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.035.04(e) 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, subject 1999 2.20 : 1.00 October 31, 1999 2.10 : 1.00 January 31, 2000 2.00 : 1.00 (h) Schedule I to the subordination provisions applicable theretoCredit Agreement is amended in full to read as set forth as Annex A hereto.

Prepayments, Etc. of Indebtedness. PrepayVoluntarily prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interest, fees, premiums, indemnification payments regularly scheduled principal and expenses when due and mandatory prepayments interest shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period Financing or make any payment in violation of any subordination terms of any such Junior Indebtedness (collectivelyFinancing Documentation, “Restricted Prepayments”), except: (a) the refinancing thereof with the net cash proceeds of except (i) any issuance so long as no Event of Qualified Equity Interests of Holdings 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 (or parent company thereofA) unused amounts available to make Restricted Payments under Section 7.06(f)(i) and (B) an amount equal to the extent not otherwise applied 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 Agreement Section 7.13 made with the 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 not greater than 4.75 to 1.0 as of the end of the Test Period then last ended, in each case, after giving effect to such payment, prepayment, redemption, purchase, defeasance or constituting a Cure Amount or (iisatisfaction,(ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness thereof (including through exchange offers and similar transactions), (y) is subordinated in right of payment to the Obligations; (biii) the conversion of any Junior Indebtedness Financing to Qualified Equity Interests (other than Disqualified 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), (xiv) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 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 intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03subordinated indebtedness, subject to the extent consistent with the subordination provisions applicable theretoterms thereof and (v) prepayments, redemptions, purchases, defeasance or other satisfaction of the Permitted Rollover Notes.

Prepayments, Etc. of Indebtedness. ; Amendments. (a) Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date 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 interest, fees, premiums, indemnification payments regularly scheduled interest and expenses when due and mandatory prepayments principal shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the 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 Indebtedness (collectivelyFinancing Documentation, “Restricted Prepayments”), except: (a) the refinancing thereof with the net cash proceeds of except (i) a prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing made using the 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 issuance such prepayment, the Borrower Parties would be permitted to Incur at least $1.00 of Qualified Equity Interests unsecured Permitted Additional Debt, such compliance to be determined on the basis of Holdings (or parent company thereof) the financial information most recently delivered to the extent not otherwise applied under this Agreement or constituting a Cure Amount Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such prepayment had been made as of the first day of the applicable four fiscal quarter period covered thereby, (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness Financing to Qualified Equity Interests (other than Disqualified Equity Interests; ) or the prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing with the proceeds of Permitted Equity Issuances (cother than Cure Amounts) Restricted Prepayments Not Otherwise Applied, (iii) the refinancing of any Junior Financing with any Permitted Refinancing thereof, (iv) the prepayment, redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed the Available Amount; provided that with respect greater of $400,000,000 and 6.0% of Consolidated Total Assets (less the aggregate amount of all Restricted Payments made pursuant to Restricted Prepayments made in reliance on the Growth Amount, (xSection 7.06(f)(1)) no Event of Default shall result therefrom and (yv) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as prepayment, redemption, purchase, defeasance or other satisfaction of the Closing Date on a Pro Forma Basis; any Indebtedness incurred or assumed pursuant to Section 7.03(b)(xiii); or (db) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event amend, modify or change any term or condition of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.00:1.00; (f) Restricted Prepayments as part any Junior Financing Documentation in an aggregate amount in excess of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect to intercompany Indebtedness owed to Holdings $75,000,000 or any of its Restricted Subsidiaries permitted under Section 7.03Organization Documents in any manner that is, subject taken as a whole, materially adverse to the subordination provisions applicable theretointerests of the Administrative Agent or the Lenders.

Prepayments, Etc. of Indebtedness. . (a) Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, feesregularly scheduled principal, premiums, indemnification payments and expenses when due AHYDO paymentsPayments and mandatory prepayments under any such Subordinated Debt Documents shall not be permittedprohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, of any Junior Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (20) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any of its direct or indirect parents, (21) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an outstanding principal aggregate amount exceeding not to exceed (A) the greater of (1x) $8,000,000 50,000,000130,000,000 and (2y) 15.013.020.0% of the Consolidated EBITDA of Holdings the Parent Borrower for the most recently ended Test Period or make any payment in violation of any subordination terms of any such Junior Indebtedness calculated on a Pro Forma Basis, plus (collectively, “Restricted Prepayments”), except: (aB) the refinancing thereof with the net cash proceeds of Available Amount, (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness provided that (x) constitutes at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on clause (b) of the definition of “"Available Amount",” (A) no Specified Event of Default shall have occurred and be continuing or would result therefrom and (B) the Total Leverage Ratio of the Parent Borrower as of the end of the most recently ended Test Period, on a Permitted Refinancing of such Junior Indebtedness and Pro Forma Basis, would be no greater than 3.00:1.00 (y) is subordinated in right of excluding any such prepayment, redemption, purchase, defeasance and other payment to the Obligations; (b) the conversion of any Junior Indebtedness to 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 clause (a) of the Growth definition of “Available Amount”), plus (C) 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net 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 less Basis, would be no greater than or equal to 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 intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto2.50:1.00).

Prepayments, Etc. of Indebtedness. PrepayVoluntarily prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interest, fees, premiums, indemnification payments regularly scheduled principal and expenses when due interest and mandatory prepayments any AHYDO Payment shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period Financing or make any payment in violation of any subordination terms of any such Junior Indebtedness (collectivelyFinancing Documentation, “Restricted Prepayments”), except: (a) the refinancing thereof with the net cash proceeds of except (i) any issuance so long as no Event of Qualified Equity Interests 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 greater of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness $7,500,000 and (y) is subordinated in right 1.5% of payment 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 Obligations; 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 covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (bii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Junior Indebtedness Financing to Qualified Equity Interests of Holdings (other than Disqualified 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, (x) no Event of Default shall result therefrom or any direct or indirect parent thereof and (yiv) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 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 intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03subordinated indebtedness, subject to the extent consistent with the subordination provisions applicable theretoterms thereof.

Prepayments, Etc. of IndebtednessDebt. Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date 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 interest, fees, premiums, indemnification customary AHYDO catch-up payments and expenses when due and mandatory prepayments under any such Subordinated Debt Documents shall not be permittedprohibited by this Section 10.2(12)), except for (i) the refinancing thereof with the Net Cash Proceeds of any Junior Indebtedness such Debt (to the extent such Debt constitutes Refinancing Debt), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of 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 outstanding principal aggregate amount exceeding not to exceed (A) the greater of (1x) $8,000,000 132.75 and (2y) 15.025% of the Consolidated Adjusted EBITDA of Holdings for the most recently ended Test Period or make any payment in violation of any subordination terms of any such Junior Indebtedness calculated on a Pro Forma Basis, (collectivelyiv) prepayments, “Restricted Prepayments”)redemptions, except: (a) the refinancing purchases, defeasances and other payments thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) prior to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness to Qualified Equity Interests; (c) Restricted Prepayments their scheduled maturity in an aggregate amount not to exceed the Available Amount; provided that with respect to Restricted Prepayments made in reliance on the Growth Amount, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (xA) no Event of Default has occurred and is continuing or would immediately result therefrom and (yB) immediately after giving effect solely with respect to such Restricted Prepaymentthe use of the Builder Component, the Senior Secured Consolidated Net Debt Leverage Ratio calculated of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis Basis, would be no greater than 4.60:1.00, and (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in unlimited amounts, so long as (A) no Event of Default has occurred and is less continuing or would immediately result therefrom and (B) the Consolidated Net Debt Leverage Ratio of the Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than or equal to 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 intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto3.35:1.00.

Prepayments, Etc. of Indebtedness. . (a) Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, fees, premiums, indemnification AHYDO payments and expenses when due and mandatory prepayments under any such Junior Debt Documents shall not be permittedprohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Junior such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an outstanding principal aggregate amount exceeding not to exceed (A) the greater of (1x) $8,000,000 34,000,000 and (2y) 15.020.0% of the Consolidated EBITDA of Holdings the Borrower for the most recently ended Test Period or make any payment in violation of any subordination terms of any such Junior Indebtedness calculated on a Pro Forma Basis, plus (collectively, “Restricted Prepayments”), except: (aB) the refinancing thereof with Available Amount, plus (C) without duplication, the net cash proceeds of Excluded Contribution Amount (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness provided that (x) constitutes a Permitted Refinancing at the time of any such Junior Indebtedness prepayment, redemption, purchase, defeasance and (y) is subordinated other payment in right of payment to the Obligations; reliance on clause (b) of the conversion definition of any Junior Indebtedness to 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”, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) at the Total Net Leverage Ratio 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 not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; have occurred and be continuing or would result therefrom) and (d) [reserved]; (eiv) additional Restricted Prepayments so long as prepayments, redemptions, purchases, defeasances and other payments thereof; provided that, at the time of such prepayment, redemption, purchase, defeasance and other payment, (xi) no Default or Event of Default has occurred and is continuing or would result therefrom and (yii) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net Total 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 3.00:1.00;2.50:1.00. (fb) Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect to intercompany Indebtedness owed to Holdings Amend, modify or change in any of its Restricted Subsidiaries permitted under Section 7.03, subject manner materially adverse to the subordination provisions applicable theretointerests of the Lenders any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed).

Prepayments, Etc. of Indebtedness. • Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to one year before the due date scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, fees, premiums, indemnification AHYDO payments and expenses when due and mandatory prepayments under any such Subordinated Debt Documents shall not be permittedprohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, of any Junior Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any of its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an outstanding principal aggregate amount exceeding not to exceed (A) the greater of (1x) $8,000,000 799,400,000 and (2y) 15.035% of the Consolidated EBITDA of Holdings the Parent Borrower for the most recently ended Test Period or make any payment in violation of any subordination terms of any such Junior Indebtedness (collectively, “Restricted Prepayments”), except: (a) the refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness to 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, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date calculated on a Pro Forma Basis; , plus (dB) [reserved]; the Available Amount, (eprovided that (x) additional Restricted Prepayments so long as at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on clause (b) of the definition of “Available Amount,” no Specified Event of Default shall have occurred and be continuing or would result therefrom, and (y) of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the Available Amount, on a Pro Forma Basis the Parent Borrower would be able to incur $1.00 pursuant to Section 7.03(r)(C)), plus (C) without duplication, the Excluded Contribution Amount, at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the definition of “Excluded Contribution Amount,” no Specified Event of Default shall have occurred and be continuing or would result therefrom and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net 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 less Basis, would be no greater than 4.30:1.00). • Amend, modify or equal to 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 intercompany Indebtedness owed to Holdings or change in any of its Restricted Subsidiaries permitted under Section 7.03, subject manner materially adverse to the subordination provisions applicable thereto.interests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed). • [Reserved]

Prepayments, Etc. of Indebtedness. . (a) Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, fees, premiums, indemnification AHYDO payments and expenses when due and mandatory prepayments under any such Subordinated Debt Documents shall not be permittedprohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, of any Junior Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent or any of its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an outstanding principal aggregate amount exceeding not to exceed (A) the greater of (1x) $8,000,000 50,000,000 and (2y) 15.013.0% of the Consolidated EBITDA of Holdings the Parent for the most recently ended Test Period or make any payment in violation of any subordination terms of any such Junior Indebtedness calculated on a Pro Forma Basis, plus (collectively, “Restricted Prepayments”), except: (aB) the refinancing thereof with the net cash proceeds of Available Amount, (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness provided that (x) constitutes at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on clause (b) of the definition of “Available Amount,” (A) no Specified Event of Default shall have occurred and be continuing or would result therefrom and (B) the Total Leverage Ratio of the Parent as of the end of the most recently ended Test Period, on a Permitted Refinancing of such Junior Indebtedness and Pro Forma Basis, would be no greater than 3.00:1.00 (y) is subordinated in right of payment to at the Obligations; (b) the conversion time of any Junior Indebtedness to Qualified Equity Interests; (c) Restricted Prepayments in an amount not to exceed the Available Amount; provided that with respect to Restricted Prepayments made such prepayment, redemption, purchase, defeasance and other payment in reliance on the Growth 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) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net Total Leverage Ratio calculated of the Parent 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 3.00:1.00;2.50:1.00). (fb) Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect to intercompany Indebtedness owed to Holdings Amend, modify or change in any of its Restricted Subsidiaries permitted under Section 7.03, subject manner materially adverse to the subordination provisions applicable theretointerests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed).

Prepayments, Etc. of Indebtedness. PrepayMake (or give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, redeemrepurchase or acquisition for value of (including, purchase, defease or otherwise satisfy 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 due date thereof in any manner (it being understood that payments payment of interest, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permittedsuch cash to effect settlement) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the 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 Indebtedness (collectively, “Restricted PrepaymentsDebt Payments”); provided, excepthowever: (a) the refinancing Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes through the exercise of any call option in respect thereof with the net cash proceeds that is settled in Company Common Stock or, in respect of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) fractional shares to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated be issued, in right of payment to the Obligations;cash, (b) the conversion of any Junior Indebtedness to 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, (x) so long as no Event of Default shall then exists or would result therefrom therefrom, the Company may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Junior Restricted Payment Indebtedness in an aggregate amount not to exceed, at any time on or after the Closing Date, when taken together with all Dividends paid pursuant to Section 7.06(k) on or after the Closing Date, the greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis;date of the making of such payment or prepayment, redemption or acquisition for value) (dc) [reserved]; (ed) the Company may make additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Prepayments 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 (x) no Event of Default has occurred and is continuing then exists or would result therefrom and therefrom, to the extent made with the proceeds from (y1) 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 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 Restricted Payment Indebtedness so long as the aggregate principal amount of Loans outstanding immediately after giving effect to such Restricted Prepaymentthe respective payment or prepayment on, or redemption, repurchase or acquisition for value does not exceed the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.00:1.00;greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA; and (f) other additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect Payment Indebtedness so long the Payment Conditions are satisfied. In addition to intercompany Indebtedness owed to Holdings or the foregoing, upon notice from the Administrative Agent, the Company will not, and will not permit any of its the other Loan Parties to repay or prepay any Intercompany Loan owed by any such Loan party to a Restricted Subsidiaries permitted under Section 7.03, subject to Subsidiary of the subordination provisions applicable theretoCompany that is not a Loan Party at any time that an Event of Default exists and is continuing.

Prepayments, Etc. of Indebtedness. PrepayVoluntarily prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest, fees, premiums, indemnification payments and expenses when due and mandatory prepayments interest on the Senior Notes shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period Unsecured Financing or make any payment in violation of any subordination terms of any such Junior Indebtedness (collectivelyUnsecured Financing Documentation, “Restricted Prepayments”), except: except (a) the refinancing thereof with the net cash proceeds so long as no Default or Event of (i) any issuance of Qualified Equity Interests of Holdings (Default shall have occurred and be continuing or parent company thereof) to the extent not otherwise applied under this Agreement would result therefrom, for an aggregate purchase price, or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness to Qualified Equity Interests; (c) Restricted Prepayments in an amount aggregate prepayment amount, not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with respect to Restricted Prepayments made in reliance on the Growth Amount, (x) no Event of Default shall result therefrom and (y) the a Total Net Leverage Ratio shall of not exceed the Total Net Leverage Ratio greater than 5.50:1.00 as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event end of Default has occurred and is continuing or would result therefrom and (y) immediately the Test Period then last ended after giving effect to such Restricted Prepaymentpayment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less conversion of any Unsecured Financing to Equity Interests (other than or equal to 3.00:1.00; Disqualified Equity Interests); (fd) Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments solely with respect to intercompany Indebtedness owed the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings or any of and its Restricted Subsidiaries permitted under Section 7.03shall be in Pro Forma Compliance with a Total Leverage Ratio of not greater than 5.50:1.00 as of the end of the Test Period then last ended after giving effect to such payment, subject to the subordination provisions applicable theretoprepayment, redemption, purchase, defeasance or satisfaction.

Prepayments, Etc. of IndebtednessDebt. Prepay, redeem, purchase, defease or otherwise satisfy satisfy, in each case case, prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interestmanner, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period or make any payment in violation of any subordination terms of of, any such Junior Indebtedness (collectively, “Restricted Prepayments”)Debt, except: : (a) the refinancing thereof prepayment of the Borrowings and other amounts outstanding in accordance with the net cash proceeds terms of this Agreement, (b) regularly scheduled or required repayments or redemptions of Existing Debt, (c) any prepayments or redemptions of Existing Debt in connection with a refunding, renewal, replacement, restructuring, refinancing, purchase, defeasement or other satisfaction of such Existing Debt permitted by Section 6.01(c), (d) the repayment, purchase, defeasement or other satisfaction or prepayment of the amounts under, and in accordance with, documentation with respect to Debt permitted by Section 6.01(b) on the terms contained therein so long as in the case of any voluntary prepayment, purchase, redemption or other acquisition for value the Payment Condition is satisfied; provided that nothing herein shall prevent Navistar International from prepaying the Senior Notes with sources of funds other than from the Borrowers, (e) the repayment or prepayment of the amounts under, and in accordance with, documentation with respect to Debt permitted by Section 6.01(e), (f) the repayment or prepayment of the amounts under, and in accordance with, documentation with respect to Debt permitted by Section 6.01(r), (g) any repayment or prepayment of Debt under any agreement permitting the reborrowing thereof, (h) any other prepayment or redemption of Debt if at the time the making thereof, and after giving pro forma effect thereto, the Payment Condition is satisfied, and (i) any issuance prepayment, redemption, purchase, defeasement or other satisfaction of Qualified Equity Interests Debt owed to Navistar International or any of Holdings (its Restricted Subsidiaries so long as after giving pro forma effect to such prepayment or parent company thereof) to redemption, Excess Availability shall be equal or greater than the extent not otherwise applied under greater of $45,000,000 and 15% of the Commitments; provided, however, that this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness to 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, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio Section 6.09 shall not exceed the Total Net Leverage Ratio as limit any refinancing of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments Debt otherwise permitted hereunder so long as (x) no Event of Default has occurred and is continuing the Refinancing Conditions are satisfied with respect to such refinanced Debt or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis Debt is less than or equal to 3.00:1.00; (f) Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments refinanced with respect to intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries other Debt permitted under Section 7.03, subject to the subordination provisions applicable thereto6.01.

Prepayments, Etc. OF INDEBTEDNESS. (a) Except for (i) refinancings permitted by Sections 7.05(f), (ii) a call of, or tender for, all or substantially all of the Senior 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), (iii) the prepayment of the Seller Financed 101 Indebtedness. Prepay, (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 in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interestmanner, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period or make any payment in violation of any subordination terms of of, any such Junior Indebtedness (collectively, “Restricted Prepayments”), except: (a) the refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness to Qualified Equity Interests; (c) Restricted Prepayments in an amount not to exceed the Available AmountIndebtedness; provided that with respect SEI may purchase outstanding Senior Subordinated Notes in the open market from time to Restricted Prepayments made in reliance on the Growth Amount, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments time so long as (xA) after making each such purchase, no Default or Event of Default has occurred and is continuing or would result therefrom and from such purchase, (yB) immediately after making any purchase that, when combined with all other such purchase made since the Closing Date, exceeds an aggregate repurchase amount of $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 Restricted Prepaymentpurchase, the Consolidated Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than the maximum permitted by Section 7.01(b), and (C) after making each such purchase, Available Liquidity is not less than $25,000,000. (b) Amend, modify or equal change in any manner any term or condition of any Indebtedness other than amendments, modifications or changes (i) pursuant to 3.00:1.00; Section 7.05(f) or that otherwise meet the requirements in the proviso to clause (f) Restricted Prepayments of Section 7.05 (as part of an applicable high yield discount obligation catch-up payments; and if the amended, modified or changed terms or conditions were contained in Indebtedness extending, renewing, refunding or refinancing such Indebtedness), (gii) Restricted Prepayments with respect to intercompany any Indebtedness owed incurred after the Closing Date that was permitted to Holdings be incurred pursuant to Section 7.05 without the 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 of its Restricted Subsidiaries permitted under Section 7.03, subject such Indebtedness being less favorable in any material respect to the subordination provisions applicable theretoAdministrative Agent and the Lenders.

Prepayments, Etc. of Subordinated Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interest, fees, premiums, indemnification regularly scheduled principal and interest and AHYDO payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the 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 Indebtedness (collectively, “Restricted Prepayments”), except: (a) the refinancing thereof with the net cash proceeds of (iA) any issuance subordinated Material Indebtedness Incurred after the Closing Date that is subordinated in right of Qualified Equity Interests of Holdings payment or lien on the Collateral to the Obligations under the Loan Documents, (or parent company thereofB) any Permitted Additional Junior Debt to the extent not otherwise applied contractually subordinated in right of payment or lien on the Collateral to the Obligations under this Agreement or constituting a Cure Amount the Loan Documents or (iiC) Indebtedness any Additional Notes that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is are contractually subordinated in right of payment to the Obligations; Obligations under the Loan Documents (bthe Indebtedness described in clauses (A) through (C), collectively, “Junior Financing”), 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 Permitted Refinancing or with Eligible Equity Proceeds that are Not Otherwise Applied, (ii) the conversion of any Junior Indebtedness Financing to Qualified Equity Interests; Capital Stock (cother than Disqualified Capital Stock), (iii) Restricted Prepayments payments in an amount not to exceed the Available Amountrespect of any intercompany indebtedness and (iv) additional prepayments, redemptions, purchases, defeasances or satisfaction; provided that with respect to Restricted Prepayments made in reliance on the Growth Amountafter giving Pro Forma Effect thereto, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated 1.75:1.00 on a Pro Forma Basis is less than or equal to 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 intercompany Indebtedness owed to Holdings or any the last day of its Restricted Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretomost recent Test Period for which financial statements are internally available.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interestmanner, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period or make any payment in violation of any subordination terms of, any issuance of any such Junior Indebtedness (collectivelywith a principal amount greater than $10.0 million, “Restricted Prepayments”), except: except (a) the refinancing thereof prepayment of the Secured Obligations in accordance with the net cash proceeds terms of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; Agreement, (b) the conversion regularly scheduled or required repayments or redemptions of any Junior Indebtedness to Qualified Equity Interests; and refinancings and refundings of Indebtedness in compliance with Section 6.02(d), (c) Restricted Prepayments 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 Indebtedness prior to its scheduled maturity in an aggregate amount not to exceed the Available Amount; provided portion, if any, of the Cumulative Retained Excess Cash Flow Amount at the time of such prepayment, redemption, purchase, defeasance or other payment that with respect Holdings elects to Restricted Prepayments made make in reliance on the Growth Amount, (xthis Section 6.15(c) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (xi) no Event of Default has shall have occurred and is be continuing at the time of any such prepayment, redemption, purchase, defeasance or other payment in respect of Indebtedness prior to its scheduled maturity, or would result therefrom and (yii) both immediately prior to and after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated (on a Pro Forma Basis is less than Basis) to any such prepayment, redemption, purchase, defeasance or equal other payment in respect of Indebtedness prior to 3.00:1.00; (f) Restricted Prepayments as part its scheduled maturity, the Consolidated Leverage Ratio does not exceed 2.00 to 1.00, any other prepayment, redemption, purchase, defeasance or other payment in respect of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect Indebtedness prior to intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoscheduled maturity.

Prepayments, Etc. of Indebtedness. OF INDEBTEDNESS. (a) Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interestmanner, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period or make any payment in violation of any subordination terms of of, any such Junior Indebtedness (collectively, “Restricted Prepayments”)Indebtedness, except: (ai) the refinancing thereof prepayment of the Loans in accordance with the net cash proceeds terms of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or Agreement, (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment the prepayment, redemption, purchase, defeasance or other satisfaction prior to the Obligations; (b) scheduled maturity thereof of the conversion of any Junior Indebtedness to Qualified Equity Interests; (c) Restricted Prepayments Existing Convertible Senior Subordinated Notes in an amount not to exceed $20,000,000 in the Available Amountaggregate, (iii) the conversion of any Indebtedness into Equity Interests, (iv) the prepayment, redemption, purchase, defeasance or other satisfaction prior to the scheduled maturity 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 amount greater than $25,000,000; provided that with respect only the amount of cash on hand in excess of $25,000,000 shall be used to Restricted Prepayments made in reliance on the Growth Amountprepay, redeem, purchase, defease or otherwise satisfy such Indebtedness pursuant to this Section 8.16(a)(iv); and (xC) immediately before and after giving effect thereto, no Default or Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has have occurred and is be continuing or would result therefrom and therefrom; and (yv) the prepayment, redemption, purchase, defeasance or other satisfaction prior to the scheduled maturity thereof of any Indebtedness subordinated to the Obligations so long as: (A) no Loan is outstanding hereunder (or will be outstanding immediately after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.00:1.00thereto); (fB) Restricted Prepayments as part the Borrower has cash on hand equal to an amount greater than $25,000,000; provided that only the amount of an applicable high yield discount obligation catch-up paymentscash 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 8.16(a)(v); and (gC) Restricted Prepayments with respect immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom. (b) Amend, modify or change in any manner that would be adverse to intercompany the Lenders any term or condition of any (i) Existing Debt, (ii) Indebtedness owed under the 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 Holdings any Obligations, or permit any of its Restricted Subsidiaries permitted under Section 7.03, subject to do any of the foregoing other than to prepay any Indebtedness payable to the subordination provisions applicable theretoBorrower; provided that prepayments shall be permitted in connection with any refinancing permitted pursuant to Section 8.03; provided further that such refinancing shall not accelerate any regularly scheduled or required repayment or redemptions.

Prepayments, Etc. of IndebtednessDebt. Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interestmanner, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period 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 such Junior Indebtedness other Funded Debt (collectively, “Restricted Prepayments”other than intercompany Debt), except: (ai) the refinancing thereof Borrower may prepay the Advances in accordance with the net cash proceeds terms of this Agreement, (iii) any issuance the Borrower may make regularly scheduled payments or required repayments or redemptions of Qualified Equity Interests of Holdings (or parent company thereof) Existing Debt and other Debt to the extent not otherwise applied permitted under Section 5.2(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 5.2(b) of this Agreement or constituting a Cure Amount and which, in each case, is convertible by its terms into Borrower's Permitted Equity Interests, in accordance with their respective terms, or (iiB) Indebtedness that otherwise exchange any of the foregoing for Permitted Equity Interests (x) constitutes a Permitted Refinancing and make any payment in connection therewith representing the value of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligationsany fractional share); (biv) the conversion 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 Junior Indebtedness to Qualified Equity Interests; (c) Restricted Prepayments in an amount not to exceed Net Cash Proceeds arising from the Available Amount; provided that with respect to Restricted Prepayments made in reliance on sale of Anam Shares received by the Growth Amount, (x) no Event of Default shall result therefrom Borrower during such Fiscal Year and (yB) in any Fiscal Year thereafter, $100,000,000 plus the Total amount of any Net Leverage Ratio Cash Proceeds arising from the sale of Anam Shares received by the Borrower during such Fiscal Year; provided, however, in no event shall not the amount in this clause (iv) exceed $300,000,000 in the Total Net Leverage Ratio as aggregate during the term of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred Facilities; and is continuing or would result therefrom and (y) immediately provided further that, after giving effect to each such Restricted Prepaymentpurchase or redemption made pursuant to this clause (iv), the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.00:1.00Borrower shall be in compliance with Section 5.4(b); (fv) Restricted Prepayments as part the Borrower may (x) repurchase or redeem Senior Notes with the Net Cash Proceeds from a new issuance of an applicable high yield discount obligation catch-up paymentsPermitted Equity Interests of the Borrower or (y) exchange Senior Notes for Permitted Equity Interests; and (gvi) Restricted Prepayments the Borrower may make any payment, on or with respect to intercompany Indebtedness owed to Holdings 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 respectively permitted under clauses (v), (vi) and (xi) of Section 5.2(b) (and, in the case of such clause (v), only to the extent that Net Cash Proceeds thereof are not required to be applied to the Obligations pursuant to Section 2.6(b)(ii)). Notwithstanding anything herein to the contrary, the Borrower and its Restricted Subsidiaries shall be permitted under to repay intercompany Debt incurred pursuant to clauses (ii), (iii) and (iv) of Section 7.035.2, subject or which constitutes Existing Debt, from time to time at the subordination provisions applicable theretodiscretion of the Borrower; provided that at no time shall the outstanding aggregate principal amount of (x) all the AT Korea Bonds be less than the aggregate Commitments or (y) any AT Korea Bond be reduced to zero.

Prepayments, Etc. of Indebtedness. PrepayVoluntarily prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interest, fees, premiums, indemnification payments regularly scheduled principal and expenses when due interest and mandatory prepayments any AHYDO Payment shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period Additional Financing or make any payment in violation of any subordination terms of any such Junior Indebtedness (collectivelyAdditional Financing Documentation, “Restricted Prepayments”), except: (a) the refinancing thereof with the net cash proceeds of 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 greater of (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 issuance prepayment, redemption, purchase, defeasement or other satisfaction of Qualified any Additional 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 covenants set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction, (ii) a Permitted Refinancing thereof (including through exchange offers and similar transactions), (iii) the conversion of any Additional Financing to Equity Interests of Holdings (other than Disqualified Equity Interests) or any direct or indirect parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness thereof and (yiv) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness to 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, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 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 intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03subordinated indebtedness, subject to the extent consistent with the subordination provisions applicable theretoterms thereof.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date 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 interest, fees, premiums, indemnification AHYDO payments and expenses when due and mandatory prepayments under any such Junior Debt Documents shall not be permittedprohibited by this clause) except for (i) the refinancing thereof with the Net Cash Proceeds of any Junior such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any of its direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an outstanding principal aggregate amount exceeding not to exceed (A) the greater of (1x) $8,000,000 42,500,00050,800,000 and (2y) 15.020% of the Consolidated EBITDA of Holdings the Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period or make any payment in violation of any subordination terms calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that at the time of any such Junior Indebtedness (collectivelyprepayment, “Restricted Prepayments”)redemption, except: (a) the refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (purchase, defeasance or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated other payment in right of payment to the Obligations; reliance on clause (b) of the conversion definition of any Junior Indebtedness to Qualified Equity Interests; (c) Restricted Prepayments in an amount not to exceed the “Available Amount; ” no Specified Event of Default shall have occurred and be continuing or would result therefrom), plus (C) the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that with respect to Restricted Prepayments made in reliance on that, at the Growth Amounttime of such prepayments, redemptions, purchases, defeasances or other payments, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no or Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepaymentthe Total Leverage Ratio of the Parents, the Senior Secured Net Leverage Ratio calculated Borrower and the Restricted Subsidiaries 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 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 intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto3.50:1.00).

Prepayments, Etc. of Indebtedness. ; Amendments. (a) Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date 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 interest, fees, premiums, indemnification payments regularly scheduled interest and expenses when due and mandatory prepayments principal shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the 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 Indebtedness (collectivelyFinancing Documentation, “Restricted Prepayments”), except: (a) the refinancing thereof with the net cash proceeds of except (i) a prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing or Unsecured Financing made using the 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 issuance such prepayment, the Dutch BorrowerHoldings and the Restricted Subsidiaries shall be in Pro Forma Compliance with a First Lien Net Leverage Ratio of Qualified Equity Interests no greater than 4.50:1.00, such compliance to be determined on the basis of Holdings (or parent company thereof) the financial information most recently delivered to the extent not otherwise applied under this Agreement or constituting a Cure Amount Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such prepayment had been made as of the first day of the applicable four fiscal quarter period covered thereby, (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness Financing or Unsecured Financing to Qualified Equity Interests (other than Disqualified Equity Interests; ) or the prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing or Unsecured Financing with the proceeds of Permitted Equity Issuances (cother than Cure Amounts) Restricted Prepayments Not Otherwise Applied, (iii) the refinancing of any Junior Financing or Unsecured Financing with any Permitted Refinancing thereof, (iv) the prepayment, redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing, Unsecured Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed the Available Amount; provided that with respect to Restricted Prepayments made in reliance on the Growth Amount, (x) no Event of Default shall result therefrom and $150,000,000 plus (y) the Total Net Leverage Ratio shall not exceed amount, if any, that is then available for Restricted Payments pursuant to Section 7.06(f)(1) (as such amount may be reduced from time to time in accordance with the Total Net Leverage Ratio as terms of the Closing Date on a Pro Forma Basis; (dsuch Section 7.06(f)(1)) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (yv) immediately after giving effect the prepayment, redemption, purchase, defeasance or other satisfaction of any Indebtedness incurred or assumed pursuant to such Restricted PrepaymentSection 7.03(b)(xiii); or (b) amend, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than modify or equal to 3.00:1.00; (f) Restricted Prepayments as part change any term or condition of any Junior Financing Documentation, any Unsecured Financing Documentation, in each case, in an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect to intercompany Indebtedness owed to Holdings aggregate amount in excess of $75,000,000 or any of its Restricted Subsidiaries permitted under Section 7.03Organization Documents in any manner that is, subject taken as a whole, materially adverse to the subordination provisions applicable theretointerests of the Administrative Agent or the Lenders.

Prepayments, Etc. of Indebtedness. PrepayMake (or give any notice in respect of) any voluntary or optional payment or prepayment on or voluntary redemption, redeemrepurchase or acquisition for value of (including, purchase, defease or otherwise satisfy in each case prior to without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due date thereof in any manner (it being understood that payments of interest, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period or make any payment in violation purpose of any subordination terms of any such Junior Indebtedness (collectively, “Restricted Prepayments”paying when due), exceptany Permitted Convertible Note, Permitted Additional Indebtedness or Junior Refinancing Debt; provided, however: (a) the refinancing Borrower may make any payment or prepayment on, or redemption or acquisition for value of, any Permitted Convertible Notes through the exercise of any call option in respect thereof with the net cash proceeds that is settled in Company Common Stock or, in respect of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) fractional shares to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated be issued, in right of payment to the Obligations;cash, (b) so long as no Default or Event of Default then exists or would result therefrom, the conversion 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 Refinancing Debt in an aggregate principal amount during the term of any Junior Indebtedness this Agreement not to Qualified Equity Interestsexceed, when taken together with all Dividends paid pursuant to Section 7.06(k), $50,000,000; (c) Restricted Prepayments 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 2015 Convertible Notes or 2017 Convertible Notes in an amount not to exceed the Available Amount; provided that with respect to Restricted Prepayments made in reliance on the Growth Amount, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as Cash Proceeds of the Closing Date on a Pro Forma BasisTerm Loans; (d) [reserved]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 extent made solely with Company Common Stock or Qualified Preferred Stock (whether pursuant to any conversion thereof or otherwise) or (y) so long as no Default or Event of Default then exists or would result therefrom, 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 Refinancing Debt or (2) an incurrence or issuance of Indebtedness pursuant to Section 7.02(l); (e) additional Restricted Prepayments so long as (x) no Default or Event of Default has occurred shall then exist or result therefrom, repayments, redemptions, repurchases and is continuing acquisitions for value in an amount measured at the time of any such repayment, redemption, repurchase or would result therefrom and (y) immediately after giving effect acquisition not to exceed Available Retained Excess Cash Flow at such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.00:1.00;time; and (f) Restricted Prepayments so long as part 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 applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect amount not to intercompany Indebtedness owed exceed $50,000,000. In addition to Holdings or the foregoing, the Borrower will not, and will not permit any of its Restricted Subsidiaries permitted under Section 7.03the other Loan Parties to, subject repay or prepay any Intercompany Loan owed by any such Loan Party to a Subsidiary of the subordination provisions applicable theretoBorrower that is not a Loan Party at any time that an Event of Default exists and is continuing.

Prepayments, Etc. of IndebtednessSubordinated Debt. PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interestmanner, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period or make any payment in violation of any subordination terms of of, any such Junior Indebtedness (collectively, “Restricted Prepayments”), except: Subordinated Debt except (a) the refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness to 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, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom therefrom, the Borrower may prepay, purchase or redeem up to $50,000,000 in the aggregate of Subordinated Notes or Permitted Junior Indebtedness; (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may prepay, purchase or redeem Subordinated Notes or Permitted Junior Indebtedness in an amount not to exceed the net cash proceeds of an issuance of Equity Interests by Holdings; provided that any such prepayment, purchase or redemption shall be made within 60 days of the receipt of such net cash proceeds; (c) any Surviving Debt or Subordinated Notes or Permitted Junior Indebtedness may be prepaid, purchased or redeemed using the Net Cash Proceeds of any Indebtedness permitted to be incurred in connection with the refinancing of such Indebtedness pursuant to Section 7.02(h) or (m) or, in the case of any Subordinated Notes or Permitted Junior Indebtedness, exchanged for other notes or debt securities meeting the requirements of Section 7.02(h) or (m); and (yd) immediately after giving effect so long as no Default or Event of Default has occurred and is continuing or would result therefrom, prepayments, purchases or redemptions of Subordinated Debt with cash otherwise available to such be used to make a Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 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 intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries Payment then permitted under Section 7.037.06(e), subject to provided that the subordination provisions applicable theretoamount available for Restricted Payments under Section 7.06(e) shall be reduced by a corresponding amount.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments of interestmanner, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period or make any payment in violation of any subordination terms of of, any such Junior Indebtedness (collectivelyIndebtedness, “Restricted Prepayments”), except: except (a) the refinancing thereof prepayment of the Secured Obligations in accordance with the net cash proceeds terms of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; Agreement, (b) the conversion regularly scheduled or required repayments or redemptions of any Junior Indebtedness to Qualified Equity Interests; and refinancings and refundings of Indebtedness in compliance with Section 6.02(d), (c) Restricted Prepayments 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 Indebtedness prior to its scheduled maturity in an aggregate amount not to exceed the Available Amount; provided portion, if any, of the Cumulative Retained Excess Cash Flow Amount at the time of such prepayment, redemption, purchase, defeasance or other payment that with respect Holdings elects to Restricted Prepayments made make in reliance on the Growth Amount, (xthis Section 6.15(c) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (xi) no Event of Default has shall have occurred and is be continuing at the time of any such prepayment, redemption, purchase, defeasance or other payment in respect of Indebtedness prior to its scheduled maturity, or would result therefrom and (yii) both immediately prior to and after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated (on a Pro Forma Basis is less than Basis) to any such prepayment, redemption, purchase, defeasance or equal other payment in respect of Indebtedness prior to 3.00:1.00; (f) Restricted Prepayments as part its scheduled maturity, the Consolidated Leverage Ratio does not exceed 1.50 to 1.00, any other prepayment, redemption, purchase, defeasance or other payment in respect of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect Indebtedness prior to intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable theretoscheduled maturity.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date 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 interest, fees, premiums, indemnification AHYDO payments and expenses when due and mandatory prepayments under any such Junior Debt Documents shall not be permittedprohibited by this clause) except for (i) the refinancing thereof with the Net Cash Proceeds of any Junior such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any of its direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an outstanding principal aggregate amount exceeding not to exceed (A) the greater of (1x) $8,000,000 42,500,000 and (2y) 15.020% of the Consolidated EBITDA of Holdings the Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period or make any payment in violation of any subordination terms calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that at the time of any such Junior Indebtedness (collectivelyprepayment, “Restricted Prepayments”)redemption, except: (a) the refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (purchase, defeasance or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated other payment in right of payment to the Obligations; reliance on clause (b) of the conversion definition of any Junior Indebtedness to Qualified Equity Interests; (c) Restricted Prepayments in an amount not to exceed the “Available Amount; ” no Specified Event of Default shall have occurred and be continuing or would result therefrom), plus (C) the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that with respect to Restricted Prepayments made in reliance on that, at the Growth Amounttime of such prepayments, redemptions, purchases, defeasances or other payments, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no or Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepaymentthe Total Leverage Ratio of the Parents, the Senior Secured Net Leverage Ratio calculated Borrower and the Restricted Subsidiaries 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 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 intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto3.50:1.00).

Prepayments, Etc. of Indebtedness. . (a) Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, feesregularly scheduled principal, premiums, indemnification payments and expenses when due AHYDO Payments and mandatory prepayments under any such Subordinated Debt Documents shall not be permittedprohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, of any Junior Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any of its direct or indirect parent, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an outstanding principal aggregate amount exceeding not to exceed (A) the greater of (1x) $8,000,000 130,000,000 and (2y) 15.020.0% of the Consolidated EBITDA of Holdings the Parent Borrower for the most recently ended Test Period or make any payment in violation of any subordination terms calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that at the time of any such Junior Indebtedness (collectivelyprepayment, “Restricted Prepayments”)redemption, except: (a) the refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness purchase, defeasance and (y) is subordinated other payment in right of payment to the Obligations; reliance on clause (b) of the conversion definition, (A) no Specified Event of Default shall have occurred and be continuing or would result therefrom and (B) the Total Leverage Ratio of the Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.00:1.00 (excluding any Junior Indebtedness to Qualified Equity Interests; (c) Restricted Prepayments in an amount not to exceed the Available Amount; provided that with respect to Restricted Prepayments such prepayment, redemption, purchase, defeasance and other payment made in reliance on clause (a) of the Growth definition of “Available Amount”), plus (C) 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 thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other payments, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net 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 less Basis, would be no greater than or equal to 3.00:1.00;2.50:1.00). (fb) Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect to intercompany Indebtedness owed to Holdings Amend, modify or change in any of its Restricted Subsidiaries permitted under Section 7.03, subject manner materially adverse to the subordination provisions applicable theretointerests of the Lenders any term or condition of any Subordinated Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed).

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner manner, any (it being understood x) Indebtedness that payments is contractually subordinated in right of interest, fees, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permittedpayment to the Obligations expressly by its terms and/or (y) Indebtedness secured by a Lien on any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for Collateral contractually ranking junior to the most recently ended Test Period or make any payment in violation of any subordination terms of any such Liens on the Collateral securing the Secured Obligations (each a “Junior Indebtedness (collectively, “Restricted PrepaymentsFinancing”), except: (a) the refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated Financing in right of payment to the Obligationsaccordance with Section 7.01; (b) the conversion or exchange of any Junior Indebtedness Financing to Qualified Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents; (c) Restricted Prepayments in an amount not payments expressly permitted by any applicable subordination or intercreditor agreement (including, to exceed the Available Amount; provided that extent permitted thereunder, payments of any regularly scheduled principal, interest, mandatory prepayments or redemptions, mandatory offers to purchase, fees (including closing and consent fees), expenses and indemnification obligations); (d) any prepayments, redemptions, purchases, defeasements or other satisfactions with respect to Restricted Prepayments made such Junior Financing not in reliance on the Growth Amountviolation of any subordination or intercreditor agreement so long as, immediately before and after giving effect to such prepayment, redemption, purchase, defeasement or other satisfactions with respect to such Junior Financing, (xi) no Event of Default shall result therefrom have occurred and be continuing and (yii) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio on a Pro Forma Basis as of the Closing Date last day of the most recently ended Measurement Period, Holdings and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.11 for the most recently completed Measurement Period on a Pro Forma Basis; (d) [reserved];; and (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing exists or would result therefrom and (y) immediately after giving effect therefrom, “AHYDO” catch up payments relating to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than subordinated or equal to 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 intercompany Junior Financing Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto7.02 may be made.

Prepayments, Etc. of Indebtedness. (dc) Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, fees, premiums, indemnification AHYDO payments and expenses when due and mandatory prepayments under any such Subordinated Debt Documents shall not be permittedprohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Junior Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any of its direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an outstanding principal aggregate amount, when aggregated with the amount exceeding of Restricted Payments made pursuant to Section 7.06(j), not to exceed (A) the greater of (1x) $8,000,000 500,000,000 and (2y) 15.020.0% of the Consolidated EBITDA of Holdings the Parent Borrower for the most recently ended Test Period or make any payment in violation of any subordination terms plus (B) the Available Amount (provided that, at the time of any such Junior Indebtedness payment, no Event of Default shall have occurred and be continuing or would result therefrom) and (collectivelyiv) other prepayments, “Restricted Prepayments”)redemptions, except: purchases, defeasances and other payments thereof prior to their scheduled maturity (a) provided that, at the refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing time of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness to 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 Amountprepayments, redemptions, purchases, defeasances or other payments, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no or Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepayment, the Senior Secured Net 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 less Basis, would be no greater than or equal to 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 intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto4.75:1.00).

Prepayments, Etc. of Indebtedness. . (a) Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments any of interestthe Senior Subordinated Notes, feesExisting Notes, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permittedIndebtedness incurred pursuant to Section 7.03(b)(ix)(B) or Section 7.03(c)(v) any Junior Permitted Subordinated Indebtedness in an outstanding principal amount exceeding the greater of and any Permitted Holdco Debt (1collectively, "JUNIOR FINANCING") $8,000,000 and (2) 15.0% of the 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 Indebtedness (collectivelyFinancing Documentation, “Restricted Prepayments”), except: (a) the refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations; (b) the conversion of any Junior Indebtedness to 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, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments except so long as (x) no Event of Default has shall have occurred and is continuing or would result therefrom and (yi) immediately after giving effect the prepayment, redemption, purchase or defeasance thereof with (A) the Net Cash Proceeds of any Specified Issuance Proceeds Not Otherwise Applied or (B) amounts available to such make Restricted PrepaymentPayments pursuant to Section 7.06 (d)(ii)(B) or (g), (ii) the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less conversion of any Junior Financing to Equity Interests (other than or equal to 3.00:1.00; Disqualified Equity Interests), (fiii) Restricted Prepayments as part scheduled mandatory payments of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect to intercompany Indebtedness owed to by Holdings or any on Junior Financing of its Restricted Subsidiaries permitted under Section 7.03, subject Holdings on the date that is not prior to the subordination provisions applicable theretofirst scheduled interest payment date thereunder after the fifth anniversary of the issuance date and (iv) the purchase or redemption of Existing Notes purchased or called for redemption on the Closing Date in connection with the Transaction and the repurchase of any Existing Notes tendered in any change of control offer required as a result of the Transaction or (b) 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.

Prepayments, Etc. of Indebtedness. Debt. (i) Prepay, redeem, purchase, call, defease or otherwise satisfy in each case prior to the due date scheduled maturity thereof in any manner (it being understood that payments manner, including, without limitation, as a result of interestan asset sale, feeschange of control or any other event or occurrence, premiums, indemnification payments and expenses when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period 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 such Junior Indebtedness principal, interest or liquidated damages in respect of the Senior Subordinated Notes, other than (collectively, “Restricted Prepayments”A) as expressly provided in Schedule 4.01(aa), except: (aB) the refinancing thereof prepayment of Advances in accordance with the terms of this Agreement, (C) so long as no Default or Event of Default shall have occurred and be continuing, or would result therefrom, regularly scheduled payments of interest (but not of principal) in respect of 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 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 cash proceeds of one or more public offerings of common stock of the Borrower, and (iE) 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 exceed $150,000, it being understood that any issuance payment of Qualified Equity Interests Liquidated Damages which causes such aggregate amount to exceed $150,000 shall constitute an immediate Event of Holdings (or parent company thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount Default hereunder or (ii) Indebtedness that (x) constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated amend, modify or change in right of payment to the Obligations; (b) the conversion any manner any term or condition of any Junior Indebtedness to 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 AmountExisting Debt or Surviving Debt, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis; (d) [reserved]; (e) additional Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Prepaymentincluding, without limitation, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less than Subordinated Notes, or equal to 3.00:1.00; (fiii) Restricted Prepayments as part of an applicable high yield discount obligation catch-up payments; and (g) Restricted Prepayments with respect to intercompany Indebtedness owed to Holdings or permit any of its Restricted Subsidiaries permitted under Section 7.03, subject to do any of the foregoing other than to repay any Debt payable to the subordination provisions applicable theretoBorrower.