Common use of Prepayments, Etc Clause in Contracts

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents), except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered thereby.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any unsecured Indebtedness, junior Lien Indebtedness (including, without limitation, under or any Indebtedness which is contractually subordinated to the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Obligations, except (a) the prepayment regularly scheduled payments of the Credit Extensions principal and interest in respect of such Indebtedness in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Indebtedness was issued or incurred or any subordination agreement (including any subordination agreement entered into pursuant to Section 7.02(n)) in respect of this Agreementsuch Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b)(ib) prepayments and repayments of such Indebtedness made from cash of the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofBorrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (iic) the mandatory prepayment prepayments and repayments of such Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof made with the proceeds of Permitted Refinancings thereof Refinancing Indebtedness in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d)respect thereof, (d) following the Leverage Period Termination Date, prepayments and repayments of such Indebtedness, unless (i) as result thereof and giving pro forma effect thereto and to any Indebtedness incurred in connection therewith (as though such Indebtedness had been incurred as of the first day of the most recently completed Measurement Period and remained outstanding), the Borrower Leverage Ratio for the most recently completed Measurement Period would be greater than 5.50:1.00, (ii) as result thereof and giving pro forma effect thereto and to any Indebtedness incurred in connection therewith (as though such Indebtedness had been incurred as of the first day of the most recently completed Measurement Period and remained outstanding), the Borrower Interest Coverage Ratio for the most recently completed Measurement Period would be less than 1.75:1.00 or (iii) an Event of Default has occurred and is continuing or would result from such prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p)or repayment, (e) regularly scheduled other prepayments, repayments, redemptions or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments similar transactions in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day greater of the Fiscal Quarter most recently ended for (i) $50,000,000 and (ii) 1.00% of Total Assets (which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated measured as of the first day date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (e)) and (f) prepayments and repayments of the Measurement Period covered therebyConvertible Senior Notes with the proceeds of the Bridge Financing or any Permitted Refinancing Indebtedness in respect of the Bridge Financing.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, manner (it being understood that payments of regularly scheduled interest shall be permitted) any Senior Notes (or any Permitted Senior Indebtedness that is a Permitted Refinancing thereof) or any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms of, of any Permitted Subordinated Indebtedness (includingcollectively, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents“Restricted Prepayments” ), except except: (a) the prepayment of the Credit Extensions in accordance refinancing thereof with the terms Net Cash Proceeds of this Agreement(i) in the case of Permitted Subordinated Indebtedness, (b)(i) the voluntary prepayment any issuance of Indebtedness outstanding under the Revolving Credit Agreement Qualified Equity Interests or other Permitted Subordinated Indebtedness, and Permitted Refinancings thereof in accordance with the terms thereof, (ii) in the mandatory prepayment case of the Senior Notes (or any Permitted Senior Indebtedness outstanding under that is a Permitted Refinancing thereof), any issuance of Qualified Equity Interests, Permitted Subordinated Indebtedness or other Permitted Senior Indebtedness; (b) the Revolving Credit Agreement solely with the sale or insurance proceeds conversion of any ABL Priority Collateral Permitted Subordinated Indebtedness or any Senior Notes (as defined in the Intercreditor Agreementor any Permitted Senior Indebtedness that is a Permitted Refinancing thereof) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), to Qualified Equity Interests; (c) required mandatory repayments or redemptions Restricted Prepayments out of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; , provided that immediately after giving effect to such payment, as at (i) on a Pro Forma Basis the last day of Leverage Ratio for the Fiscal Quarter Borrower’s most recently ended four full fiscal quarters for which financial statements have been delivered in accordance with Section 6.01(apursuant to paragraph (a) or (b)) of Section 6.01 would be less than the Applicable Leverage Ratio, Intermediate Holdings and its Subsidiaries (ii) the Borrower would be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.09(b) as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) of Section 6.01, (iii) at the time of any such payment, no Event of Default shall have a Consolidated Leverage Ratio for occurred and be continuing or would result therefrom and (iv) the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently Borrower has delivered to the Administrative Agent and a certificate of a Financial Officer, together with all relevant financial information reasonably requested by the Lenders Administrative Agent, demonstrating the calculation of such Available Amount; and (d) the Borrower may make additional Restricted Prepayments in an aggregate amount (when aggregated with the amount expended pursuant to Section 6.01(a7.06(j)) not to exceed $20,000,000 during the term of this Agreement; provided that (i) the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.09 (a) and (b) as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) as though of Section 6.01, (ii) any such payment had been consummated as Restricted Prepayment made under this Section 7.10(d) will reduce the Available Amount by the amount of such Restricted Prepayment, and (iii) at the first day time of the Measurement Period covered therebyany such payment, no Event of Default shall have occurred and be continuing or would result therefrom.

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, purchasein each case without limitation, defease by way of depositing with the trustee with respect thereto or otherwise satisfy prior to any other Person money or securities before due for the scheduled maturity thereof in any manner, or make any payment in violation purpose of any subordination terms ofpaying when due), any Indebtedness Permitted Convertible Note, any Cyan Convertible Notes (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents any election to settle any such Permitted Convertible Note in cash upon conversion of such Permitted Convertible Note prior to maturity thereof and the Permitted Unsecured Debt Documentspayment of such cash to effect settlement), except Permitted Additional Indebtedness or Junior Refinancing Debt; provided, however: (a) the Borrower may make any payment or prepayment on, or redemption or acquisition for value of, any Permitted Convertible Notes or any Cyan Convertible Notes through the exercise of any call option in respect thereof that is settled in Company Common Stock or, in respect of any fractional shares to be issued, in cash, (b) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make any payment or prepayment on, or redemption or acquisition for value of, any Permitted Convertible Notes, other Permitted Additional Indebtedness or Junior Refinancing Debt in an aggregate amount during the term of this Agreement not to exceed, when taken together with all Dividends paid pursuant to Section 7.06(k), $50,000,000; (c) 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, (x) any 2015 Convertible Notes or 2017 Convertible Notes in an aggregate amount since the Original Closing Date not to exceed the Net Cash Proceeds of the 2014 Term Loans and 2016 Term Loans and (y) any 2018 Convertible Notes; (d) the Borrower may make additional payments or prepayments on, or redemptions or acquisitions for value of, any Cyan Convertible Notes (only with respect to subclause (x) below), any Permitted Convertible Notes, Permitted Additional Indebtedness or Junior Refinancing Debt (x) to the extent made with Company Common Stock or Qualified Preferred Stock (whether pursuant to any conversion thereof or otherwise) or (y) so long as no 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) so long as no Default or Event of Default shall then exist or result therefrom, repayments, redemptions, repurchases and acquisitions for value in an amount measured at the time of any such repayment, redemption, repurchase or acquisition not to exceed Available Retained Excess Cash Flow at such time; and (f) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may use the proceeds of any borrowing under the ABL Credit Extensions Agreement to make any payment or prepayment on, or redemption or acquisition for value of, any Permitted Convertible Notes or any Cyan Convertible Notes in an amount not to exceed $50,000,000; and. (g) from and after the consummation of the Cyan Acquisition and so long as no Default or Event of Default then exists or would result therefrom, Cyan or the Borrower may make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Cyan Convertible Notes in accordance with the terms of this Agreementthe Cyan Convertible Notes Documents. • In addition to the foregoing, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement Borrower will not, and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of will not permit any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) other Loan Parties to, repay or (b), Intermediate Holdings and its Subsidiaries shall have prepay any Intercompany Loan owed by any such Loan Party to a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis Subsidiary of the financial information most recently delivered to the Administrative Agent Borrower that is not a Loan Party at any time that an Event of Default exists and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered therebyis continuing.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, manner (it being understood that payments of regularly scheduled interest shall be permitted) any Senior Notes (or any Permitted Senior Indebtedness that is a Permitted Refinancing thereof) or any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms of, of any Permitted Subordinated Indebtedness (includingcollectively, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents“Restricted Prepayments), except except: (a) the prepayment of the Credit Extensions in accordance refinancing thereof with the terms net cash proceeds of this Agreement(i) in the case of Permitted Subordinated Indebtedness, (b)(i) the voluntary prepayment any issuance of Indebtedness outstanding under the Revolving Credit Agreement Qualified Equity Interests or other Permitted Subordinated Indebtedness, and Permitted Refinancings thereof in accordance with the terms thereof, (ii) in the mandatory prepayment case of the Senior Notes (or any Permitted Senior Indebtedness outstanding under that is a Permitted Refinancing thereof), any issuance of Qualified Equity Interests, Permitted Subordinated Indebtedness or other Permitted Senior Indebtedness; (b) the Revolving Credit Agreement solely with the sale or insurance proceeds conversion of any ABL Priority Collateral Permitted Subordinated Indebtedness or any Senior Notes (as defined in the Intercreditor Agreementor any Permitted Senior Indebtedness that is a Permitted Refinancing thereof) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), to Qualified Equity Interests; and (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture additional Restricted Prepayments; provided that (i) FNIS would be in Pro Forma Compliance with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness covenants set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness Section 10, in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, each case such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders Purchasers (either pursuant to Section 6.01(a1(a) of Annex C or Section 1(b) of Annex C or in any subsequent delivery of financial information to the Agent prior to such Restricted Prepayments) and (bii) as though at the time of any such payment had been consummated as Restricted Prepayment, no Event of the first day of the Measurement Period covered therebyTermination shall have occurred and be continuing or would result therefrom.

Prepayments, Etc. of Indebtedness. . (a) (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior Unsecured Notes, any Permitted Unsecured Debt, any Permitted Subordinated Notes or any other Indebtedness that is subordinated to the Obligations expressly by its terms (other than Indebtedness among the Parent Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except (A) the refinancing thereof with the Net Cash Proceeds of any Permitted Refinancing, (B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Parent Borrower or any Restricted Subsidiary owed to Holdings, the Parent Borrower or a Restricted Subsidiary or the prepayment of any Permitted Subordinated Notes issued by the Parent Borrower or any Restricted Subsidiary to Holdings, the Parent Borrower or any Restricted Subsidiary and the prepayment of any other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (D) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the sum of (1) (x) the greater of $40,000,000 and 3.0% of Total Assets, in each case determined at the time of such payment minus (y) the aggregate amount of Restricted Payments made pursuant to Section 7.06(l)(i) and the aggregate outstanding amount of Investments made pursuant to Section 7.02(o)(iii), and (2) if the Senior Secured Leverage Ratio for the most recently ended Test Period immediately preceding such prepayment, redemption, purchase, defeasance or other payment calculated on a pro forma basis for such prepayment, redemption, purchase, defeasance or other payment in accordance with Section 1.07 does not exceed 3.0 to 1.0 on a pro forma basis, the Available Amount at such time and (E) if the Senior Secured Leverage Ratio for the most recently ended Test Period immediately preceding such prepayment, redemption, purchase, defeasance or other payment calculated on a pro forma basis for such prepayment, redemption, purchase, defeasance or other payment in accordance with Section 1.07 does not exceed 3.5 to 1.0 on a pro forma basis, prepayments, redemptions, purchases, defeasances and other payments in respect of the Senior Unsecured Notes or any Permitted Unsecured Debt or (ii) make any payment in violation of any subordination terms ofof the documentation governing any Permitted Subordinated Notes or any other Indebtedness that is subordinated to the Obligations expressly by its terms. (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any documentation governing the Senior Unsecured Notes, any Indebtedness (including, without limitation, under the Senior Permitted Subordinated Notes Documents, the Refinancing Notes Documents and the or any Permitted Unsecured Debt Documents), except (a) or any other Indebtedness that is subordinated to the prepayment Obligations expressly by its terms without the consent of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered therebyLead Arrangers.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(ib) the voluntary prepayment regularly scheduled payments of principal of Indebtedness outstanding under set forth on Schedule 7.02 (other than relating to the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(eBridge Note), (c) required mandatory repayments prepayments, repurchases or redemptions of Indebtedness outstanding the Senior Notes as required under the Senior Notes Indenture as in effect on the date hereof, (d) refinancings, refundings, extensions or renewals of Indebtedness to the extent such refinancing, refunding, extension or renewal is permitted by Sections 7.02(d) or 7.02(g)(ii), as applicable, (together with mandatory repayments, repurchases or redemptions required by the terms thereof) (e) the conversion to or exchange for Equity Interests of convertible or exchangeable debt securities, and customary payments in cash in lieu of fractional shares in connection therewith, (f) any reimbursement for the Make-Whole Payment so long as (i) such reimbursement is made through the issuance of additional Senior Notes or the incurrence of the Second Lien Refinancing Notes Indenture Debt or (ii) if such reimbursement is not made pursuant to clause (f)(i), the applicable Payment Conditions are satisfied before and after giving effect thereto, (g) the prepayment consummation of the Exchange Transaction, (h) prepayments of Indebtedness outstanding under relating to the Bridge Note so long as (i) such prepayments are made solely with proceeds from the sale of fixed assets constituting collateral for the Senior Notes Indenture or (including the Refinancing Notes Indenture repayment of Capitalized Leases relating to such fixed assets) and not with the proceeds of Refinancing Notes any Collateral or (ii) if such prepayments are not made pursuant to clause (h)(i), the applicable Payment Conditions are satisfied before and after giving effect thereto or such prepayments are consistent with those described in compliance with clause (D) of Section 7.02(d7.02(g)(ii), (di) prepayments of Indebtedness relating to the prepayment Second Lien Refinancing Debt so long as (i) such prepayments are made solely with proceeds from the sale of Permitted Unsecured Debt fixed assets constituting collateral for the Senior Notes (including the repayment of Capitalized Leases relating to such fixed assets) and Permitted Refinancings thereof not with the proceeds of Permitted Refinancings thereof any Collateral or (ii) if such prepayments are not made pursuant to clause (i)(i), the applicable Payment Conditions are satisfied before and after giving effect thereto or, if the Second Lien Refinancing Debt takes the form of notes, such prepayments are consistent with those described in compliance with the proviso to clause (D) of Section 7.02(p7.02(g)(ii), (ej) regularly scheduled or required repayments or redemptions prepayments of Indebtedness set forth in Schedule 7.02 relating to the repayment of Capitalized Leases so long as (i) such prepayments are made solely with proceeds from the sale of fixed assets constituting collateral for the Senior Notes and refinancings not with the proceeds of any Collateral or (ii) if such prepayments are not made pursuant to clause (j)(i), the applicable Payment Conditions are satisfied before and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amount; provided that immediately after giving effect thereto, (k) prepayments of Indebtedness relating to the Second Lien Loans so long as (i) such payment, as at prepayments are made solely with proceeds from the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) Second Lien Refinancing Debt or (bii) if such prepayments are not made pursuant to clause (k)(i), Intermediate Holdings the applicable Payment Conditions are satisfied before and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of after giving effect thereto and (l) any other prepayments or redemptions with respect to Indebtedness not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders otherwise permitted pursuant to this Section 6.01(a) or 7.14; provided that, in the case of this clause (b) as though such payment had been consummated as of l), the first day of the Measurement Period covered therebyapplicable Payment Conditions are satisfied before and after giving effect thereto.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any unsecured Indebtedness, junior Lien Indebtedness (including, without limitation, under or any Indebtedness which is contractually subordinated to the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Obligations, except (a) the prepayment regularly scheduled payments of the Credit Extensions principal and interest in respect of such Indebtedness in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Indebtedness was issued or incurred or any subordination agreement (including any subordination agreement entered into pursuant to Section 7.02(n)) in respect of this Agreementsuch Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b)(ib) prepayments and repayments of such Indebtedness made from cash of the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofBorrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (iic) the mandatory prepayment prepayments and repayments of such Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof made with the proceeds of Permitted Refinancings thereof Refinancing Indebtedness in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d)respect thereof, (d) following the prepayment Leverage Period Termination Date, prepayments and repayments of Permitted Unsecured Debt such Indebtedness, unless (i) as result thereof and Permitted Refinancings thereof with giving pro forma effect thereto and to any Indebtedness incurred in connection therewith (as though such Indebtedness had been incurred as of the proceeds first day of Permitted Refinancings thereof in compliance with Section 7.02(pthe most recently completed Measurement Period and remained outstanding), the Borrower Leverage Ratio for the most recently completed Measurement Period would be greater than 5.50:1.00, (ii) as result thereof and giving pro forma effect thereto and to any Indebtedness incurred in connection therewith (as though such Indebtedness had been incurred as of the first day of the most recently completed Measurement Period and remained outstanding), the Borrower Interest Coverage Ratio for the most recently completed Measurement Period would be less than 1.75:1.00 or (iii) an Event of Default has occurred and is continuing or would result from such prepayment or repayment, and (e) regularly scheduled other prepayments, repayments, redemptions or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments similar transactions in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day greater of the Fiscal Quarter most recently ended for (i) $50,000,00060,000,000 and (ii) 1.00% of Total Assets (which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated measured as of the first day date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (e)) and (f) prepayments and repayments of the Measurement Period covered therebyConvertible Senior Notes or the Existing Senior Notes with the proceeds of the Bridge Financing or any Permitted Refinancing Indebtedness in respect of the Bridge Financing.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (eb) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f7.02(b), (c) refinancings or replacements of the Convertible Senior Notes in accordance with the terms hereof and (fd) payments the required Beach Instalment Payments. Notwithstanding the foregoing, this Section 7.15 shall not apply to any direct or indirect prepayment, redemption, repurchase, conversion, settlement, amendment, modification, supplement or adjustment with respect to any Permitted Convertible Indebtedness pursuant to its terms unless such prepayment, redemption, repurchase, conversion, settlement, amendment, modification, supplement or adjustment results from a default thereunder or an event of the type that constitutes an Event of Default so long as the Borrower has complied with the Refinancing Condition in an amount not to exceed the Available Amountconnection therewith; provided that immediately after giving effect to such payment, as at the last day extent that the Borrower utilizes clause (a) of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(adefinition of “Refinancing Condition” to satisfy the Refinancing Condition, the Borrower must thereafter satisfy one of clauses (a), (b) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day c) of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on definition each day until the basis occurrence of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as maturity date of the first day Convertible Senior Notes or the earlier repayment, redemption or conversion in full of the Measurement Period covered therebyConvertible Senior Notes.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any unsecured Indebtedness, junior Lien Indebtedness (including, without limitation, under or any Indebtedness which is contractually subordinated to the Senior Notes Documents, the Refinancing Notes Documents and the Permitted Unsecured Debt Documents)Obligations, except (a) the prepayment regularly scheduled payments of the Credit Extensions principal and interest in respect of such Indebtedness in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Indebtedness was issued or incurred or any subordination agreement (including any subordination agreement entered into pursuant to Section 7.02(n)) in respect of this Agreementsuch Indebtedness (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Indebtedness), (b)(ib) prepayments and repayments of such Indebtedness made from cash of the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofBorrower that at such time would be permitted to be distributed to Holdings pursuant to Section 7.06(f), (iic) the mandatory prepayment prepayments and repayments of such Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof made with the proceeds of Permitted Refinancings thereof Refinancing Indebtedness in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d)respect thereof, (d) following the Leverage Period Termination Date, prepayments and repayments of such Indebtedness, unless (i) as result thereof and giving pro forma effect thereto and to any Indebtedness incurred in connection therewith (as though such Indebtedness had been incurred as of the first day of the most recently completed Measurement Period and remained outstanding), the Borrower Leverage Ratio for the most recently completed Measurement Period would be greater than 5.50:1.00, (ii) as result thereof and giving pro forma effect thereto and to any Indebtedness incurred in connection therewith (as though such Indebtedness had been incurred as of the first day of the most recently completed Measurement Period and remained outstanding), the Borrower Interest Coverage Ratio for the most recently completed Measurement Period would be less than 1.75:1.00 or (iii) an Event of Default has occurred and is continuing or would result from such prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p)or repayment, (e) regularly scheduled other prepayments, repayments, redemptions or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments similar transactions in an amount not to exceed the Available Amount; greater of (i) $50,000,000 and (ii) 1.00% of Total Assets (which shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (e)) and (f) prepayments and repayments of the Convertible Senior Notes or the Existing Senior Notes with the proceeds of the Bridge Financing or any Permitted Refinancing Indebtedness in respect of the Bridge Financing.” J. The proviso at the end of Section 8.01(e) of the Credit Agreement is hereby amended and restated in its entirety as follows: “provided that immediately after giving effect no Event of Default shall result under this clause (e) from an event or circumstance limited to such paymenta Material Project Company unless, as at result thereof and giving pro forma effect thereto, the last day Borrower would be in violation of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or 7.11 (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance calculation to be determined done on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b));” K. The proviso at the end of Section 8.01(f) as though such payment had been consummated as of the first day Credit Agreement is hereby amended and restated in its entirety as follows: “provided that no Event of Default shall result under this clause (f) from an event or circumstance limited to a Material Project Company unless, as result thereof and giving pro forma effect thereto, the Borrower would be in violation of Section 7.11 (such calculation to be done on the basis of the Measurement Period covered thereby.financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b));” L. The proviso at the end of Section 8.01(g) of the Credit Agreement is hereby amended and restated in its entirety as follows: “provided that no Event of Default shall result under this clause (g) from an event or circumstance limited to a Material Project Company unless, as result thereof and giving pro forma effect thereto, the Borrower would be in violation of Section 7.11 (such calculation to be done on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b));” M. Article IX of the Credit Agreement is hereby amended by adding a new Section 9.13 as follows:

Prepayments, Etc. of Indebtedness. Prepay. (a) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make manner prior to the date that is one year prior to the scheduled maturity date thereof any payment Junior Debt with an outstanding principal amount in violation excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documents, the Refinancing Notes such Junior Debt Documents and the Permitted Unsecured Debt Documentsshall not be prohibited by this clause), except for (ai) the prepayment of the Credit Extensions in accordance refinancing thereof with the terms Net Cash Proceeds of this Agreement, any Equity Interest (b)(iother than Disqualified Equity Interests) or Indebtedness (to the voluntary prepayment of extent such Indebtedness outstanding under the Revolving Credit Agreement and constitutes a Permitted Refinancings thereof in accordance with the terms thereofRefinancing), (ii) the mandatory prepayment conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale Borrower or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and parent entity, (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement prepayments, redemptions, purchases, defeasances and Permitted Refinancings other payments thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly prior to their scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments maturity in an amount not to exceed the Available Amount; provided that immediately after giving effect to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or 149 (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as though a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such payment had been consummated amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the criteria of more than one of the categories described above, the Borrower shall, in its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant and may later divide and reclassify any prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) so long as the prepayment, redemption, purchase or other satisfaction of Junior Debt (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception or exceptions as of the first day date of the Measurement Period covered therebysuch reclassification.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (including through a sinking fund or similar deposit), or make any payment in violation of any subordination terms of, any Indebtedness (including, without limitation, under the Senior Notes Documentsand any other Pari Passu First Lien Debt (other than the Obligations), the Refinancing Notes Documents and Senior Unsecured Notes, the Convertible Notes, any Permitted Mortgage Debt, any Subordinated Indebtedness, any Junior Lien Debt, any Senior Unsecured Debt Documents)Indebtedness or any Disqualified Stock, except for (a) the prepayment any Permitted Refinancing of the Credit Extensions in accordance with Senior Notes or any other Pari Passu First Lien Debt (other than the terms of this AgreementObligations), the Senior Unsecured Notes, the Convertible Notes, any Permitted Mortgage Debt, any Subordinated Indebtedness, any Junior Lien Debt, any Senior Unsecured Indebtedness or any Disqualified Stock permitted by Section 7.02, (b)(ib) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereofany such prepayment, payment, redemption, purchase, defeasance or other satisfaction (iix) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), any issuance of Equity Interests (cother than Disqualified Stock) required mandatory repayments of the Borrower or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (dy) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available AmountCumulative Growth Amount immediately prior to the making of such prepayment, payment, redemption, purchase, defeasance or other satisfaction, (c) the conversion or exchange into Equity Interests (other than Disqualified Stock) of the Borrower, (d) any mandatory prepayment of Pari Passu First Lien Debt expressly permitted under the terms of this Agreement, and (e) any repayment, redemption, repurchase, prepayment or other satisfaction of the Senior Notes or the Convertible Notes; provided provided, that (A) no Default shall exist immediately prior to and after giving Pro Forma Effect to any such repayment, redemption, repurchase, prepayment or other satisfaction and (B) after giving effect to any such paymentrepayment, redemption, repurchase, prepayment or other satisfaction, the sum of (1) cash and Eligible Securities of the Borrower and its Restricted Subsidiaries plus (2) the aggregate amount of committed and undrawn credit facilities available on the date of such repayment, redemption, repurchase, prepayment or other satisfaction and permitted to be drawn by Borrower or its Restricted Subsidiaries for the purpose of paying when due the principal of the Senior Notes or the principal amount of the Convertible Notes, as applicable, shall be at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance least equal to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered thereby$200,000,000.

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, purchasein each case without limitation, defease by way of depositing with the trustee with respect thereto or otherwise satisfy prior to any other Person money or securities before due for the scheduled maturity thereof in any manner, or make any payment in violation purpose of any subordination terms ofpaying when due), any Junior Restricted Payment Indebtedness (including, without limitation, under in the Senior Notes Documentscase of Permitted Convertible Notes, the Refinancing Notes Documents any election to settle any such Permitted Convertible Note in cash upon conversion of such Permitted Convertible Note prior to maturity thereof and the Permitted Unsecured Debt Documentspayment of such cash to effect settlement); provided, except however: (a) the Borrower 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 that is settled in Company Common Stock or, in respect of any fractional shares to be issued, in cash,; (b) so long as no Event of Default then exists or would result therefrom, the Borrower 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 2018 Refinancing Amendment Effective Date, when taken together with all Dividends paid pursuant to Section 7.06(k) on or after the 2018 Refinancing Amendment Effective Date, the greater of $50,000,000100,000,000 and 13.0015.0 % of LTM Consolidated EBITDA (as of the Credit Extensions in accordance with date of the terms making of this Agreementsuch payment or prepayment, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale redemption or insurance proceeds of any ABL Priority Collateral (as defined in the Intercreditor Agreement) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(eacquisition for value), ; (c) required mandatory repayments so long as no Event of Default then exists or redemptions of Indebtedness outstanding under would result therefrom, the Senior Notes Indenture Borrower may make any payment or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture on, or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d)redemption, repurchase or acquisition for value of, any 2018 Convertible Notes; (d) the prepayment Borrower may make additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness (x) to the extent made with Company Common Stock or Qualified Preferred Stock (whether pursuant to any conversion thereof or otherwise) or (y) so long as no Event of Permitted Unsecured Debt and Permitted Refinancings thereof Default then exists or would result therefrom, to the extent made with the proceeds from (1) the substantially concurrent incurrence or issuance of Permitted Refinancings thereof in compliance with any Junior Restricted Payment Indebtedness or (2) an incurrence or issuance of Indebtedness pursuant to Section 7.02(p7.02(l), ; (e) regularly scheduled so long as no Event of Default shall then exist or required repayments result therefrom, additional payments or redemptions prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness for value in an amount measured at the time of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of any such Indebtedness in compliance with Section 7.02(f) and payment, prepayment, redemption, repurchase or acquisition not to exceed the Available Amount Basket at such time; (f) payments so long as no Event of Default then exists or would result therefrom, the Borrower may use the proceeds of any borrowing under the ABL Credit Agreement or any borrowing or sale under any documents evidencing ABL Replacement Indebtednessany Permitted Receivables Facility to make any payment or prepayment on, or redemption, repurchase or acquisition for value of, any Permitted Convertible Notes in an amount not to exceed at any time on or after the Available Amount2018 Refinancing Amendment Effective Date the greater of $50,000,00085,000,000 and 13.00% of LTM Consolidated EBITDA (as of the date of the making of such payment, prepayment, redemption, repurchase or acquisition); provided that immediately and (g) other additional payments or prepayments on, or redemptions, repurchase or acquisitions for value of, any Junior Restricted Payment Indebtedness so long as both before and after giving effect thereto, on a Pro Forma Basis, no Event of Default shall have occurred and be continuing and the Total Net Leverage Ratio shall not exceed 2.003.00:1.00. In addition to such paymentthe foregoing, as at upon notice from the last day Administrative Agent, the Borrower will not, and will not permit any of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) other Loan Parties to repay or (b), Intermediate Holdings and its Subsidiaries shall have prepay any Intercompany Loan owed by any such Loan party to a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis Restricted Subsidiary of the financial information most recently delivered to the Administrative Agent Borrower that is not a Loan Party at any time that an Event of Default exists and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been consummated as of the first day of the Measurement Period covered therebyis continuing.

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner (it being understood that payments at scheduled maturity (and, in the case of the Senior Notes, prepayments of amounts thereof within 90 days of such scheduled maturity, but only so long as immediately after giving effect to such prepayment the Borrower shall be in Pro Forma Compliance with Section 7.09(a)) and payments of regularly scheduled amortization and interest shall be permitted) any Senior Notes (or any Permitted Senior Indebtedness that is a Permitted Refinancing thereof) or any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms ofof any Permitted Subordinated Indebtedness (collectively, “Restricted Prepayments”), except: (a) a refinancing thereof with the Net Cash Proceeds of (i) in the case of Permitted Subordinated Indebtedness, any Indebtedness issuance of Qualified Equity Interests or other Permitted Subordinated Indebtedness, and (including, without limitation, under ii) in the case of the Senior Notes Documents, the (or any Permitted Senior Indebtedness that is a Permitted Refinancing Notes Documents and the Permitted Unsecured Debt Documentsthereof), except any issuance of Qualified Equity Interests, Permitted Subordinated Indebtedness or other Permitted Senior Indebtedness; (ab) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b)(i) the voluntary prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof in accordance with the terms thereof, (ii) the mandatory prepayment of Indebtedness outstanding under the Revolving Credit Agreement solely with the sale or insurance proceeds conversion of any ABL Priority Collateral Permitted Subordinated Indebtedness or any Senior Notes (as defined in the Intercreditor Agreementor any Permitted Senior Indebtedness that is a Permitted Refinancing thereof) and (iii) the prepayment of Indebtedness outstanding under the Revolving Credit Agreement and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(e), to Qualified Equity Interests; and (c) required mandatory repayments or redemptions of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture and the prepayment of Indebtedness outstanding under the Senior Notes Indenture or the Refinancing Notes Indenture with the proceeds of Refinancing Notes in compliance with Section 7.02(d), (d) the prepayment of Permitted Unsecured Debt and Permitted Refinancings thereof with the proceeds of Permitted Refinancings thereof in compliance with Section 7.02(p), (e) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(f) and (f) payments in an amount not to exceed the Available Amountother Restricted Prepayments; provided that immediately after giving effect (i) on a Pro Forma Basis the Leverage Ratio determined pursuant to such payment, as at the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered in accordance with Section 6.01(a) or (b), Intermediate Holdings and its Subsidiaries shall have a Consolidated Leverage Ratio for the Measurement Period ended on the last day of such Fiscal Quarter of not greater than 5.25:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(aparagraph (a) or (b) as though such payment had been consummated as of Section 6.01 (and, in the case of the first day period prior to the delivery of the Measurement Period covered therebyfinancial statements for the period ended June 30, 2011, the financial statements most recently delivered pursuant to paragraph (a) or (b) of Section 6.01 of the Original Credit Agreement) would not exceed the Applicable Leverage Ratio and (ii) at the time of any such Restricted Prepayment and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom.