Common use of Prepayments of Indebtedness Clause in Contracts

Prepayments 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 subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.

Prepayments 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 subordinatedIndebtedness that is (x) subordinated in right of payment to the Obligations expressly by its terms, (y) unsecured or (z) secured on a junior secured Indebtedness, including lien basis to any Liens securing the SpinCo Notes or the 2029 Notes Obligations (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except except, in each case, so long as no Event of Default has occurred and is continuing or would be caused thereby, for (a) the refinancing Refinancing thereof with the proceeds of any Permitted Refinancing Indebtedness permitted by Section 7.036.03, (b) the prepayment of Indebtedness of any the Parent Guarantor, the Borrower or any Restricted Subsidiary owed to any the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $160,000,000 per fiscal year 10,000,000 and 25% of HoldingsConsolidated EBITDA of the Parent Guarantor, the Borrower and the Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) or, prior to the time any such statements are first required to be so delivered pursuant to Section 5.01(a) or (b), the financial statements delivered pursuant to (x) prior to the Funding Date, Section 4.01(d)(i) and (y) on and after the Funding Date, Section 4.01(d)(i) and (ii) plus (2) on and after the Funding Date, so long as the Consolidated pro forma Total Leverage Ratio of Holdings calculated would be less than the Total Leverage Ratio as of the last day of Funding Date, an amount not to exceed the most recently ended fiscal quarter for which financial statements are available and as of Available Amount at the date time of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds, (d) unlimited prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) shall be permitted so long as the pro forma Total Leverage Ratio would be less than 2.50:1.00, (e) payments of regularly scheduled interest and fees due under any document, agreement or instrument evidencing any Junior Indebtedness or entered into in connection with any Junior Indebtedness, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Indebtedness from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code and principal on the scheduled maturity date of any Junior Indebtedness (or within ninety (90) days thereof), in each case to the extent not expressly prohibited by the subordination provisions applicable thereto, if any, and (f) the conversion or exchange of any Junior Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Parent Guarantor or any of its direct or indirect parents.

Prepayments 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 subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes Indebtedness (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except except, in each case, so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any the Borrower or any Subsidiary owed to any the Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $160,000,000 per fiscal year 35,000,000 and 1.25% of Holdings, Consolidated Total Assets of the Borrower plus (2) so long as the Consolidated Leverage Ratio of Holdings the Borrower calculated as of the last day of the most recently ended fiscal quarter Fiscal Quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal 3.25:1.00, an amount not to 3.50:1.00 plus (2) an additional amount, so long as exceed the Consolidated Leverage Ratio of Holdings calculated as of Borrower Retained ECF Amount at the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date time of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.

Prepayments 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 subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.

Prepayments 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 subordinated, unsecured or junior secured Indebtedness, including the Existing Senior Subordinated Notes and the SpinCo Notes or the 2029 Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.037.03 or, in the case of the Existing Senior Subordinated Notes, with proceeds of Incremental Term Loans incurred pursuant to Section 2.14, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, thereto and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made (x) to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $160,000,000 per fiscal year 35,000,000 and 1.50% of Holdings, Consolidated Total Assets of Holdings plus (2) so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 3.00:1.00, an amount not to exceed the Borrower Retained ECF Amount at the time of the making of such prepayment, redemption, repurchase or other payment plus (23) an additional amountany Net Equity Proceeds (and, for the avoidance of doubt, the Indebtedness evidenced by the Existing Senior Subordinated Notes may be satisfied pursuant to this clause (x) in addition to any such satisfaction permitted by the following clause (y)) and (y) so long as the Consolidated Senior Secured Leverage Ratio of Holdings (calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable)) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds2.75:1.00, to satisfy Indebtedness evidenced by the Existing Senior Subordinated Notes.

Prepayments of Indebtedness. PrepayThe Company and its Restricted Subsidiaries will not prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment cash payment, in each case, of any Subordinated Indebtedness, or in violation of any subordination terms ofof any such Subordinated Indebtedness (any such payment, any subordinateda “Restricted Debt Payment”), unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes other than: (collectively, the “Junior Indebtedness”a) (it being understood that payments of regularly scheduled interest payments and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto)payments of fees, except (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, expenses and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms indemnification obligations in respect thereof) of Subordinated Indebtedness, in an amount each case when due and in amounts not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated amounts required to be paid with respect thereto as of the last day Issue Date; (b) refinancings, redemptions, replacements, exchanges or other acquisition of such Subordinated Indebtedness for Permitted Refinancing Indebtedness permitted by Section 7.13; (c) payments with, or conversions to, Equity Interests (other than Disqualified Stock); (d) if such Subordinated Indebtedness would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i) of the most recently ended fiscal quarter for which financial statements are available and as Code, on each interest payment date ending on or after the fifth anniversary of the issue date of such Indebtedness, the making Company and/or its Restricted Subsidiaries shall make Restricted Payments in cash in a minimum amount of interest (including original issue discount) that has been previously accrued and unpaid, as shall be necessary to ensure that such prepaymentIndebtedness will not be considered an “applicable high yield discount obligation”; (e) the purchase, repurchase, redemption, purchase defeasance or other payment after giving pro forma effect to such prepayment, redemption, repurchase acquisition or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio retirement for value of Holdings calculated as Subordinated Indebtedness of the last day Company or any Guarantor in exchange for, by conversion into or out of, or with the net cash proceeds from, an incurrence of Permitted Refinancing Indebtedness; and (f) mandatory prepayments of any Subordinated Indebtedness made after the most recently ended fiscal quarter for which financial statements are available and as Holders have declined to accept prepayments of the date Notes made with proceeds of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) Asset Sales that would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceedshave otherwise been required by Section 7.16 hereof.

Prepayments 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 subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes Indebtedness (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except for (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any the Borrower or any Restricted Subsidiary owed to any the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Event of Default has occurred and is continuing, continuing or would be caused thereby prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of (x) $160,000,000 per fiscal year 15,000,000 and (y) 12.50% of Holdings, Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 6.01(a) or (b); plus (2) so long as the Consolidated Leverage Ratio of Holdings calculated as of Borrower is in pro forma compliance with the last day of financial covenant set forth in Section 7.11 (whether or not such covenant is applicable at such time in accordance with their terms), the most recently ended fiscal quarter for which financial statements are available and as of Available Amount at the date time of the making of such prepayment, redemption, purchase or other payment after giving payment, (d) so long as no Event of Default has occurred and is continuing or would be caused thereby unlimited prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) shall be permitted so long as the pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) Total Net Leverage Ratio would be less than or equal to 3.50:1.00 plus 3.00:1.00, (2e) an additional amount, so long as no Event of Default has occurred and is continuing or would be caused thereby, payments of regularly scheduled interest and fees due under any document, agreement or instrument evidencing any Junior Indebtedness or entered into in connection with any Junior Indebtedness, other non-principal payments thereunder and payments of principal on the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the scheduled maturity date of any Junior Indebtedness (or within ninety (90) days thereof), in each case to the making extent not expressly prohibited by the subordination provisions applicable thereto, if any, (f) the conversion of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date Junior Indebtedness into Qualified Equity Interests and (as applicableg) would be less than or equal to 3.00:1.00 plus (3) any Net the mandatory redemption of Disqualified Equity ProceedsInterests.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make manner (i) any payment in violation of Second Lien Debt and (ii) any subordination terms of, any subordinated, unsecured or junior secured other Indebtedness, including the SpinCo Notes if (A) such prepayment would, on a pro forma basis, cause a Default or the 2029 Notes Event of Default hereunder or (collectively, the “Junior Indebtedness”B) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not such prepayment is prohibited by the subordination Second Lien Indenture; provided that the provisions applicable thereto), except of this Section 7.13 will not apply to (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (bi) the prepayment of Indebtedness the Loans in accordance with the terms of any Borrower this Agreement or any Subsidiary owed to any Borrower or any Subsidiary (ii) the prepayment of obligations under the Borrowers’ internal cash management system substantially similar to the extent system in effect on the Closing Date; provided further that any redemptions and repayments of Second Lien Debt shall be permitted: (a) in an aggregate principal amount not prohibited by the subordination provisions applicable thereto, and (c) to exceed $25,000,000 so long as (i) the Borrowers shall be in compliance with the financial covenants set forth in Section 7.14 after giving pro forma effect to the making of any such redemption or prepayment; (ii) the Loan Parties shall have Minimum Liquidity of not less than $300,000,000 after giving pro forma effect to any such redemption or prepayment and (iii) immediately after giving effect to any such redemption or prepayment, no Default or Event of Default has occurred and is continuing; (b) if made (i) solely with any Second Lien Debt, prepaymentsSubordinated Debt or any Indebtedness permitted under Section 7.03 not secured by any Collateral (“Permitted Unsecured Debt”), redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereofii) in an aggregate amount not equal to exceed the sum amount of net proceeds received by any Borrower or Guarantor from the incurrence or issuance of such Second Lien Debt, such Subordinated Debt or Permitted Unsecured Indebtedness or (1iii) $160,000,000 per fiscal year a combination of Holdingssuch Second Lien Debt, such Subordinated Debt, Permitted Unsecured Indebtedness and net proceeds, so long as the Consolidated Leverage Ratio Borrowers shall demonstrate pro forma compliance (after giving effect to any such redemption or prepayment) with the financial covenants set forth in Section 7.14 and immediately after giving effect to any such redemption or prepayment, no Default or Event of Holdings calculated as Default has occurred and is continuing; and (c) if made (i) solely in Equity Interests (other than Disqualified Equity Interests) of the last day Parent, (ii) in an aggregate amount equal to the amount of proceeds received by the Parent from the issue of new Equity Interests (other than Disqualified Equity Interests) of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making Parent or (iii) a combination of such prepayment, redemption, purchase or Equity Interests (other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicablethan Disqualified Equity Interests) would be less than or equal to 3.50:1.00 plus (2) an additional amountand proceeds, so long as the Consolidated Leverage Ratio of Holdings calculated as of Borrowers shall demonstrate pro forma compliance (after giving effect to any such redemption or prepayment) with the last day of the most recently ended fiscal quarter for which financial statements are available covenants set forth in Section 7.14 and as of the date of the making of immediately after giving effect to any such redemption or prepayment, redemption, purchase no Default or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had Event of Default has occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceedsand is continuing.

Prepayments 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 subordinatedIndebtedness that is (x) subordinated in right of payment to the Obligations expressly by its terms, (y) unsecured or (z) secured on a junior secured Indebtedness, including lien basis to any Liens securing the SpinCo Notes or the 2029 Notes Obligations (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except except, in each case, so long as no Event of Default has occurred and is continuing or would be caused thereby, for (a) the refinancing Refinancing thereof with the proceeds of any Permitted Refinancing Indebtedness permitted by Section 7.036.03, (b) the prepayment of Indebtedness of any the Parent Guarantor, the Borrower or any Restricted Subsidiary owed to any the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto; provided that, and notwithstanding the foregoing, no such prepayment may be made pursuant to this clause (b) during the Covenant Relief Period (except in the case of intercompany Junior Indebtedness), (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $160,000,000 per fiscal year 10,000,000 and 25% of HoldingsConsolidated EBITDA of the Parent Guarantor, the Borrower and the Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) or, prior to the time any such statements are first required to be so delivered pursuant to Section 5.01(a) or (b), the financial statements delivered pursuant to (x) prior to the Funding Date, Section 4.01(d)(i) and (y) on and after the Funding Date, Section 4.01(d)(i) and (ii) plus (2) on and after the Funding Date, so long as the Consolidated pro forma Total Leverage Ratio of Holdings calculated would be less than the Total Leverage Ratio as of the last day of Funding Date, an amount not to exceed the most recently ended fiscal quarter for which financial statements are available and as of Available Amount at the date time of the making of such prepayment, redemption, purchase repurchase or other payment after giving pro forma effect to plus (3) any Net Equity Proceeds; provided that, notwithstanding the foregoing, no such prepayment, redemption, repurchase purchase or other payment as if it had occurred on such last day or such date Redline Waldencast - Credit Agreement (as applicableamended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM payment may be made pursuant to this clause (c) during the Covenant Relief Period, (d) unlimited prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) shall be permitted so long as the pro forma Total Leverage Ratio would be less than or equal to 3.50:1.00 plus (2) an additional amount2.50:1.00; provided that, so long as notwithstanding the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of foregoing, no such prepayment, redemption, purchase or other payment after giving pro forma effect may be made pursuant to such prepaymentthis clause (d) during the Covenant Relief Period, redemption(e) payments of regularly scheduled interest and fees due under any document, repurchase agreement or instrument evidencing any Junior Indebtedness or entered into in connection with any Junior Indebtedness, other payment as non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Indebtedness from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code and principal on the scheduled maturity date of any Junior Indebtedness (or within ninety (90) days thereof), in each case to the extent not expressly prohibited by the subordination provisions applicable thereto, if it had occurred on such last day any, and (f) the conversion or such date exchange of any Junior Indebtedness to Equity Interests (as applicableother than Disqualified Equity Interests) would be less than of the Parent Guarantor or equal to 3.00:1.00 plus (3) any Net Equity Proceedsof its direct or indirect parents.

Prepayments 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 subordinatedIndebtedness that is (x) subordinated in right of payment to the Obligations expressly by its terms, (y) unsecured or (z) secured on a junior secured Indebtedness, including lien basis to any Liens securing the SpinCo Notes or the 2029 Notes Obligations (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except except, in each case, so long as no Event of Default has occurred and is continuing or would be caused thereby, for (a) the refinancing Refinancing thereof with the proceeds of any Permitted Refinancing Indebtedness permitted by Section 7.036.03, (b) the prepayment of Indebtedness of the Parent Guarantor, any Borrower or any Subsidiary owed to the Parent Guarantor, any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable theretothereto (without duplication of, and or giving effect to, the clauses of this Section), (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdingsexceed, so long as the Consolidated pro forma Total Leverage Ratio of Holdings calculated as of is less than 3.75:1.00 and pro forma Liquidity is greater than $15,000,000, an amount not to exceed the last day of Available Amount at the most recently ended fiscal quarter for which financial statements are available and as of the date time of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment payment, (d) unlimited prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) shall be permitted so long as if it had occurred on such last day or such date (as applicable) the pro forma Total Leverage Ratio would be less than 2.25:1.00, (e) payments of regularly scheduled interest and fees due under any document, agreement or equal instrument evidencing any Junior Indebtedness or entered into in connection with any Junior Indebtedness, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to 3.50:1.00 plus (2avoid the Junior Indebtedness from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day Code and principal on the scheduled maturity date of any Junior Indebtedness (or within ninety (90) days thereof), in each case to the extent not expressly prohibited by the subordination provisions applicable thereto, if any, and (f) the conversion or exchange of any Junior Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the most recently ended fiscal quarter for which financial statements are available and as Parent Guarantor or any of the date of the making of such prepayment, redemption, purchase its direct or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceedsindirect parents.

Prepayments of Indebtedness. PrepayHoldings will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Subordinated Indebtedness or make any payment in violation of any subordination terms of, of any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes except: (collectively, the “Junior Indebtedness”a) prepayment of any Indebtedness permitted under Section 6.01(b) (it being understood that payments of regularly scheduled interest and principal shall be permitted subject to the extent not prohibited by the terms of any subordination provisions applicable thereto); (b) any refinancing, except (a) the refinancing thereof renewal or extension of any Subordinated Indebtedness with the proceeds of any Permitted Refinancing permitted by Section 7.03, Indebtedness; (bc) the prepayment of Indebtedness conversions of any Borrower such Subordinated Indebtedness to Equity Interests of Holdings, the Borrowers or any Subsidiary owed to any Borrower other Restricted Subsidiary; and (d) other prepayments, redemptions, purchases, defeasances or any Subsidiary other satisfactions prior to the extent scheduled maturity of any Subordinated Indebtedness not prohibited by the subordination provisions applicable theretootherwise permitted under this Section 6.06 in an aggregate amount not to exceed (i) $100,000,000, and plus (cii) so long as no Event of Default has shall have occurred and is continuingcontinuing or would result therefrom, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not equal to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as Available Amount Basket at such timeadditional amounts if the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be is less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated 2.00 to 1.00 on a Pro Forma Basis as of the last day end of the most recently ended fiscal quarter recent Test Period for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase have been delivered pursuant to Section 5.01(a) or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceedsb).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy more than ninety (90) days prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including in each case with an outstanding principal amount in excess of the SpinCo Notes greater of (x) $28,000,000 and (y) 15.00% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 6.01(a) or the 2029 Notes (collectivelyb) (such Indebtedness, the “Junior Restricted Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except except, in each case, for: (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, , (b) the prepayment of Indebtedness of any the Borrower or any Restricted Subsidiary owed to any the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and , (c) so long as no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuingcontinuing or would be caused thereby, prepayments, redemptions, purchases or other payments made to satisfy Junior Restricted Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum greater of (1) $160,000,000 per fiscal year 38,000,000 and 20.00% of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as EBITDA of the last day of Borrower and its Restricted Subsidiaries based on the most recently ended fiscal quarter for which recent financial statements are available and as of delivered under Section 6.01(a) or (b), (d) an amount not to exceed the date Available Amount at the time of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment payment; provided that the portion of the Available Amount attributed to clause (a)(1) of the definition thereof shall not be available for any such prepayments, redemptions, purchases or other payments made to satisfy Restricted Indebtedness made pursuant to this clause (d) if an Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing or would be caused thereby, (e) so long as if it had no Event of Default has occurred on such last day and is continuing or such date would be caused thereby, prepayments, redemptions, purchases or other payments made to satisfy Restricted Indebtedness (not in violation of any subordination terms in respect thereof) shall be permitted so long as applicable) the pro forma Total Net Leverage Ratio would be less than 2.70:1.00, (f) regularly scheduled interest, fees and indemnification obligations due under any document, agreement or equal instrument evidencing any Restricted Indebtedness or entered into in connection with any Restricted Indebtedness, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to 3.50:1.00 plus (2avoid the Restricted Indebtedness from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of Code and principal on the most recently ended fiscal quarter for which financial statements are available and as of the scheduled maturity date of any Restricted Indebtedness (or within ninety (90) days thereof), in each case to the extent not expressly prohibited by the subordination provisions applicable thereto, if any, and (g) prepayments, redemptions or purchases of, or other payments made to refinance or repay, the Indebtedness outstanding under the Bridge Facility Agreement. For the avoidance of doubt, nothing contained herein prohibits the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceedsthe Bridge Loan Repayment.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof, or, as applicable, the time of any otherwise applicable mandatory payment thereof in any manner, or make any payment in violation accordance with the terms thereof (including as a result of the Permitted Disposition of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes (collectively, the “Junior Indebtedness”collateral therefor) (it being understood that payments of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted to the extent not prohibited by the subordination provisions applicable theretopermitted), in any manner any Indebtedness for borrowed money, except (a) so long as no Change of Control would result therefrom, the refinancing thereof with conversion (or exchange) of any Indebtedness to, or the payment of any Indebtedness from the proceeds of any Permitted Refinancing permitted by Section 7.03the issuance of, Equity Interests, (b) the prepayment voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness of any Borrower or any Subsidiary owed in an amount equal to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) $10,000,000 per year so long as no Event of Default has occurred and or would result therefrom, or in greater amounts provided the Payment Conditions are then satisfied, (c) payment or prepayment of Indebtedness owed to (x) the Domestic Borrower or any Restricted Subsidiary that is continuing, prepayments, redemptions, purchases a Loan Party or (y) any other payments made to satisfy Junior Indebtedness Restricted Subsidiary so long as in the case of this clause (not in violation of any subordination terms in respect thereofy) in an amount not to exceed the sum of either (1) $160,000,000 per fiscal year such payment or prepayment is of HoldingsIndebtedness having a term not in excess of sixty (60) days, (2) such payment is made by a Restricted Subsidiary that is not a Loan Party or (3) after giving effect to such payment or prepayment, clauses (a) and (b)(x)(i) of the Payment Conditions will be satisfied, (d) prepayment of Permitted Indebtedness of the type set forth in clause (c) of the definition thereof, (e) prepayment of Permitted Indebtedness of the type set forth in clause (g) of the definition thereof, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of such prepayment is made within ninety (90) days following the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as consummation of the last day applicable Permitted Acquisition, and (e) Permitted Refinancings of any such Indebtedness; provided that any payments or prepayments of Subordinated Debt hereunder shall be made in accordance with the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceedssubordination terms applicable thereto.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any Indebtedness, or make any payment in violation respect of any of the Term Loan Debt, any of the Subordinated Indebtedness or any other Material Indebtedness, except: (a) regularly scheduled or mandatory repayments (including repayments required as a result of a Permitted Disposition), repurchases, redemptions or defeasances of Permitted Indebtedness (other than Subordinated Indebtedness), provided, that, in the case of mandatory payments under the Term Loan Facility in respect of, or based on, excess cash flow of the Lead Borrower or any of its Subsidiaries, no proceeds of Loans or Letters of Credit may be used to make any such mandatory payment unless, after giving effect to any such payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment, the Excess Availability shall be not less than twenty-two and one-half percent (22.5%) of the Aggregate Commitments, (b) repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms ofthereof, so long as, on the date of any subordinatedsuch payment and after giving effect thereto, unsecured no Default or junior secured IndebtednessEvent of Default shall exist or have occurred and be continuing, including the SpinCo Notes (c) voluntary prepayments, repurchases, redemptions or the 2029 Notes defeasances of Permitted Indebtedness (collectively, the “Junior Indebtedness”) (it being understood that payments but excluding on account of regularly scheduled interest and principal shall be permitted any Subordinated Indebtedness except to the extent not prohibited by permitted under the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and (i) each of the Payment Conditions is continuingsatisfied, prepayments(ii) Administrative Agent shall have received ten (10) Business Days’ prior written notice of such transaction and, redemptions, purchases or (iii) Administrative Agent shall have received such other payments made information related to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long such transaction as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available Administrative Agent may reasonably require; and as of the date of the making (d) refinancings and refundings of such prepayment, redemption, purchase or other payment after giving pro forma effect Indebtedness to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceedsextent permitted hereunder.

Prepayments 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 subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes Indebtedness (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not expressly prohibited by the subordination provisions applicable thereto, if any), except except, in each case, so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any the Borrower or any Subsidiary owed to any the Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, thereto and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $160,000,000 per fiscal year 45,000,000 and 1.25% of Holdings, Consolidated Total Assets of the Borrower plus (2) so long as the pro forma Consolidated Leverage Ratio of Holdings calculated as of would be less than 5.75:1.00, an amount not to exceed the last day of Borrower Retained ECF Amount at the most recently ended fiscal quarter for which financial statements are available and as of the date time of the making of such prepayment, redemption, purchase repurchase or other payment plus (3) proceeds of Loans or Incremental Equivalent Debt (net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, upfront fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after giving pro forma effect taking into account any available tax credit or deductions and any tax sharing arrangements)) to be applied to such prepayment, redemption, repurchase or other payment so long as if it had occurred on such last day or such date (as applicable) the Senior Secured Leverage Ratio would be less than or equal to 3.50:1.00 2.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (34) any Net Equity Proceeds.

Prepayments of Indebtedness. PrepayFrom and after the Initial Funding Date, AGCO shall not, and shall not permit its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof purchase in any manner, or deposit or set aside funds for the purpose of any of the foregoing, make any payment in respect of principal of, or make any payment in violation respect of any subordination terms ofinterest on, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto)Funded Debt, except AGCO and its Restricted Subsidiaries may (a) the refinancing thereof make regularly scheduled payments of principal or interest required in accordance with the proceeds terms of any Permitted Refinancing the Applicable Capital Market Transaction Documents or the terms of the documents evidencing other Funded Debt permitted by Section 7.03hereunder, (b) prepay Indebtedness pursuant to refinancings permitted pursuant to Section 7.1(c), (c) prepay the prepayment Existing Capital Market Transactions and the Bridge Facility from the Net Cash Proceeds received from the issuance of Indebtedness common stock of AGCO, (d) redeem any Borrower or any Subsidiary owed to any Borrower or any Subsidiary convertible notes issued pursuant to the extent not prohibited Capital Market Transactions provided that (i) any such redemption is mandatory and results from the exercise of a right of conversion by the subordination provisions applicable theretoholders of such notes pursuant to the Applicable Capital Market Transaction Documents, and (cii) so long as at the time of such redemption, no Default has or Event of Default shall have occurred and is continuingbe continuing or would result therefrom, prepayments, redemptions, purchases and (e) redeem or other payments made to satisfy Junior Indebtedness (not in violation prepay the Existing 2008 Notes provided that at the time of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as such redemption or prepayment of the last day Existing 2008 Notes, no Default or Event of Default shall have occurred and be continuing or would result therefrom.” (e) Section 7.18 of the most recently ended fiscal quarter for which financial statements are available Credit Agreement, Financial Covenants, is hereby amended and as of modified by deleting subsection (b), Senior Debt Ratio, in its entirety and by substituting the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.following in lieu thereof:

Prepayments of Indebtedness. PrepayMake any distribution, redeemwhether in cash, purchaseproperty, defease securities or otherwise satisfy prior to the a combination thereof, other than regular scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled principal and interest as and principal shall be permitted when due (to the extent not prohibited by the applicable subordination provisions applicable theretoprovisions), except in respect of, or pay directly or indirectly (including pursuant to any Synthetic Purchase Agreement), redeem, repurchase, retire or otherwise acquire for consideration, any Indebtedness except: (a) the refinancing thereof payment of the Indebtedness created hereunder, (b) the payment of the Indebtedness under the Term Loan Facility (including payments required as a result of a Permitted Disposition or required to be made pursuant to the terms of the Term Loan Agreement with the proceeds of any Permitted Refinancing permitted by Section 7.03the SUPERVALU Payment), provided, that, (bi) the prepayment of Indebtedness of any Borrower no optional or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other voluntary payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and such Indebtedness shall be made unless as of the date of the making of any such prepaymentoptional or voluntary payment, redemption, purchase or other payment and after giving pro forma effect thereto, each of the Payment Conditions is satisfied, and (ii) the proceeds of the SUPERVALU Payment shall only be used to make a payment of the Indebtedness under the Term Loan Facility, (c) refinancings of Permitted Indebtedness with Refinancing Indebtedness, (d) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such prepayment, redemption, repurchase Indebtedness, (e) payments of Indebtedness of the Lead Borrower or other payment as if it had occurred on such last day any of its Restricted Subsidiaries made with the Net Cash Proceeds from the Disposition of any Save-A-Lot Retained Interest not required to be applied to repay the Term Loan Debt or such date reinvested in accordance with the Term Loan Agreement (as applicable) would be less than in effect on the date of Amendment No. 3 or equal to 3.50:1.00 plus (2) an additional amount, so long as thereafter amended with or without the Consolidated Leverage Ratio of Holdings calculated as approval of the last day Administrative Agent) and not required to be applied to repay any of the most recently ended fiscal quarter for which financial statements are available Obligations under Section 2.05 hereof, (f) payments of Indebtedness of the Lead Borrower or any of its Restricted Subsidiaries in an aggregate amount when combined with all Restricted Payments made pursuant to Section 7.06(e) not 149 to exceed $75,000,000 in any Fiscal Year and not to exceed $175,000,000 in the aggregate, provided, that, as of the date of the making of any such prepayment, redemption, purchase or other payment payments and after giving pro forma effect thereto, no Cash Dominion Event exists or would exist after giving effect thereto (and for this purpose without regard to such prepayment, redemption, repurchase or other payment the requirement as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus the three (3) day time period otherwise provided for with respect thereto), (g) other payments of Indebtedness of the Lead Borrower or any of its Restricted Subsidiaries so long as (A) on the date of any such payment and after giving effect thereto, each of the Payment Conditions is satisfied, (B) Administrative Agent shall have received three (3) Business Days’ prior written notice of such transaction, and (C) Administrative Agent shall have received such other information related to such transaction as the Administrative Agent may reasonably require, (h) repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, so long as, on the date of any such payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (i) in the event that any Net Equity ProceedsCash Proceeds from the Disposition of any Save-A-Lot Retained Interest are required to be applied to repay any of the Obligations under Section 2.05 hereof, any payment of Indebtedness of Loan Parties thereafter, provided, that, (i) the aggregate amount of all such payments, together with the aggregate amount of all Investments under clause (s) of the definition of the term Permitted Investments and the aggregate amount of all Restricted Payments under Section 7.06(f), shall not exceed the aggregate amount of such Net Cash Proceeds applied to the Obligations as of the date of any such payment, (ii) as of the date of any such payment and after giving effect thereto, no Cash Dominion Event shall exist (and for this purpose without regard to the requirement as to the three (3) day time period otherwise provided for with respect thereto) and (iii) as of the date of any such payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing. Payments originally made in reliance on clause (f) above may subsequently be reallocated to clause (g) to the extent permitted at the time of reallocation under such clause.

Prepayments 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 subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.. US-DOCS\70212156.13

Prepayments of Indebtedness. PrepayFrom and after the Initial Funding Date, AGCO shall not, and shall not permit its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof purchase in any manner, or deposit or set aside funds for the purpose of any of the foregoing, make any payment in respect of principal of, or make any payment in violation respect of any subordination terms ofinterest on, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto)Funded Debt, except AGCO and its Restricted Subsidiaries may (a) the refinancing thereof make regularly scheduled payments of principal or interest required in accordance with the proceeds terms of any Permitted Refinancing the Applicable Capital Market Transaction Documents or the terms of the documents evidencing other Funded Debt permitted by Section 7.03hereunder, (b) prepay Indebtedness pursuant to refinancings permitted pursuant to Section 7.1 (c), (c) prepay the prepayment Existing Capital Market Transactions and the Bridge Facility from the Net Cash Proceeds received from the issuance of Indebtedness common stock of AGCO, (d) redeem the New Convertible Notes provided that (i) any Borrower or any Subsidiary owed to any Borrower or any Subsidiary such redemption is mandatory and results from the exercise of a right of conversion by the holders of such notes pursuant to the extent not prohibited by the subordination provisions applicable theretoNew Convertible Note indenture, and (cii) so long as at the time of such redemption, no Default has or Event of Default shall have occurred and is continuingbe continuing or would result therefrom, prepayments, redemptions, purchases and (e) redeem or other payments made to satisfy Junior Indebtedness (not in violation prepay the Existing 2008 Notes provided that at the time of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as such redemption or prepayment of the last day Existing 2008 Notes, no Default or Event of Default shall have occurred and be continuing or would result therefrom." (k) Amendment to Section 7.17. Section 7.17 of the most recently ended fiscal quarter for which financial statements are available Credit Agreement, No Notice Under Indentures, is hereby amended and as of modified by deleting such Section in its entirety and by substituting the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.following in lieu thereof:

Prepayments of Indebtedness. PrepayNo Credit Party will, redeemnor will it permit any of its Subsidiaries to, 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 subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) amend or modify (or permit the refinancing thereof with amendment or modification of) any of the proceeds terms of any Permitted Refinancing permitted by Section 7.03Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Lenders, including but not limited to, shortening final maturity or average life to maturity of such Indebtedness or requiring any payment to be made sooner than originally scheduled or increasing the interest rate applicable thereto or change any subordination provision thereof, (b) during the existence of a Default or Event of Default, or if a Default or Event of Default would be caused as a result thereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of Indebtedness (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, other Indebtedness and (c) so long make any repayment in cash for Convertible Senior Notes that are surrendered by the holders thereof (or otherwise make any payment on the principal of any Convertible Senior Notes) unless (i) prior to any such repayment, the Borrower has Sufficient Liquidity (as defined below), (ii) prior to any such repayment, the Borrower shall deliver to the Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to any such payment on a Pro Forma Basis, the Credit Parties and their Subsidiaries would have been in compliance with all the financial covenants set forth in Section 7.12 and (ii) before and after giving effect to any such repayment, no Default has or Event of Default shall have occurred and is be continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any mannermanner any Indebtedness, or make any payment in violation respect of any of the Term Loan Debt, any of the Subordinated Indebtedness or any other Material Indebtedness, except: (a) regularly scheduled or mandatory repayments (including repayments required as a result of a Permitted Disposition), repurchases, redemptions or defeasances of Permitted Indebtedness (other than Subordinated Indebtedness), provided, that, in the case of mandatory payments under the Term Loan Facility in respect of, or based on, excess cash flow of the Lead Borrower or any of its Subsidiaries or similar measures, no proceeds of Loans or Letters of Credit may be used to make any such mandatory payment unless, after giving effect to any such payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment, the Excess Availability shall be not less than twenty-two and one-half percent (22.5%) of the Aggregate Commitments, (b) repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms ofthereof, so long as, on the date of any subordinatedsuch payment and after giving effect thereto, unsecured no Default or junior secured IndebtednessEvent of Default shall exist or have occurred and be continuing, including the SpinCo Notes (c) voluntary prepayments, repurchases, redemptions or the 2029 Notes defeasances of Permitted Indebtedness (collectively, the “Junior Indebtedness”) (it being understood that payments but excluding on account of regularly scheduled interest and principal shall be permitted any Subordinated Indebtedness except to the extent not prohibited by permitted under the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and (i) each of the Payment Conditions is continuingsatisfied, prepayments(ii) Administrative Agent shall have received ten (10) Business Days’ prior written notice of such transaction and, redemptions, purchases or (iii) Administrative Agent shall have received such other payments made information related to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long such transaction as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available Administrative Agent may reasonably require; and as of the date of the making (d) refinancings and refundings of such prepayment, redemption, purchase or other payment after giving pro forma effect Indebtedness to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceedsextent permitted hereunder.

Prepayments 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 subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.. US-DOCS\70212156.16

Prepayments of Indebtedness. PrepayNo Credit Party will, redeemnor will it permit any of its Subsidiaries to, 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 subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) amend or modify (or permit the refinancing thereof with amendment or modification of) any of the proceeds terms of any Permitted Refinancing permitted by Section 7.03Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Lenders, including but not limited to, shortening final maturity or average life to maturity of such Indebtedness or requiring any payment to be made sooner than originally scheduled or increasing the interest rate applicable thereto or change any subordination provision thereof, (b) during the existence of a Default or Event of Default, or if a Default or Event of Default would be caused as a result thereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of Indebtedness (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, other Indebtedness and (c) so long make any repayment in cash for Convertible Notes that are surrendered by the holders thereof (or otherwise make any payment on the principal of any Convertible Notes) unless (i) prior to any such repayment, the Borrower has Sufficient Liquidity (as defined below), (ii) prior to any such repayment, the Borrower shall deliver to the Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to any such payment on a Pro Forma Basis, the Credit Parties and their Subsidiaries would have been in compliance with all the financial covenants set forth in Section 7.12 and (ii) before and after giving effect to any such repayment, no Default has or Event of Default shall have occurred and is be continuing. For purposes hereof, prepayments"Sufficient Liquidity" means cash and Cash Equivalents (including, redemptionswithout limitation, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereofavailability under the Revolving Committed Amount) in an aggregate amount not equal to exceed 125% of the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as principal amount of the last day of Convertible Notes contemplated to be paid by the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity ProceedsBorrower in cash.

Prepayments 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 subordinatedIndebtedness that is (x) subordinated in right of payment to the Obligations expressly by its terms, (y) unsecured or (z) secured on a junior secured Indebtedness, including lien basis to any Liens securing the SpinCo Notes or the 2029 Notes Obligations (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except except, in each case, so long as no Event of Default has occurred and is continuing or would be caused thereby, for (a) the refinancing Refinancing thereof with the proceeds of any Permitted Refinancing Indebtedness permitted by Section 7.036.03, (b) the prepayment of Indebtedness of any the Parent Guarantor, the Borrower or any Restricted Subsidiary owed to any the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto,; provided that, and notwithstanding the foregoing, no such prepayment may be made pursuant to this clause (b) during the Covenant Relief Period (except in the case of intercompany Junior Indebtedness), (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $160,000,000 per fiscal year 10,000,000 and 25% of HoldingsConsolidated EBITDA of the Parent Guarantor, the Borrower and the Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) or, prior to the time any such statements are first required to be so delivered pursuant to Section 5.01(a) or (b), the financial statements delivered pursuant to (x) prior to the Funding Date, Section 4.01(d)(i) and (y) on and after the Funding Date, Section 4.01(d)(i) and (ii) plus (2) on and after the Funding Date, so long as the Consolidated pro forma Total Leverage Ratio of Holdings calculated would be less than the Total Leverage Ratio as of the last day of Funding Date, an amount not to exceed the most recently ended fiscal quarter for which financial statements are available and as of Available Amount at the date time of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (23) an additional amountany Net Equity Proceeds; provided that, so long as notwithstanding the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of foregoing, no such prepayment, redemption, purchase or other payment after giving may be made pursuant to this clause (c) during the Covenant Relief Period, (d) unlimited prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) shall be permitted so long as the pro forma effect to Total Leverage Ratio would be less than 2.50:1.00,; provided that, notwithstanding the foregoing, no such prepayment, redemption, repurchase purchase or other payment as may be made pursuant to this clause (d) during the Covenant Relief Period, (e) payments of regularly scheduled interest and fees due under any document, agreement or instrument evidencing any Junior Indebtedness or entered into in connection with any Junior Indebtedness, other non‑principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Indebtedness from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code and principal on the scheduled maturity date of any Junior Indebtedness (or within ninety (90) days thereof), in each case to the extent not expressly prohibited by the subordination provisions applicable thereto, if it had occurred on such last day any, and (f) the conversion or such date exchange of any Junior Indebtedness to Equity Interests (as applicableother than Disqualified Equity Interests) would be less than of the Parent Guarantor or equal to 3.00:1.00 plus (3) any Net Equity Proceedsof its direct or indirect parents.

Prepayments 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 subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes or the 2029 Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, thereto and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $160,000,000 per fiscal year 35,000,000 and 1.50% of Holdings, Consolidated Total Assets of Holdings plus (2) so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) 3.00:1.00, an additional amount, so long as amount not to exceed the Consolidated Leverage Ratio of Holdings calculated as of Borrower Retained ECF Amount at the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date time of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease None of the Borrower or otherwise satisfy prior to the scheduled maturity thereof in any mannerRestricted Subsidiary shall make (A) any payment or prepayment of principal on or redemption or acquisition for value of, or make any payment in violation prepayment or redemption as a result of any subordination terms asset sale, change of control or similar event of, any subordinated, unsecured or junior secured Subordinated Indebtedness, including the SpinCo Notes or the 2029 Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (ai) the any payment of principal at scheduled maturity, (ii) a refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03Indebtedness with respect to such Subordinated Indebtedness, (biii) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by extent, before and after giving effect thereto on a pro forma basis, the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Senior Secured Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter recent period for which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are available and as of the date of the making of such prepaymentso required to be delivered, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for recent period in respect of which financial statements are available and as of the date Borrower and its Restricted Subsidiaries are available) is less than 4.50 to 1.00, any such payment made from the Available Amount or (iv) any such payment made from Excluded Contributions or (B) any optional repurchase, redemption or other optional acquisition or retirement for value (each, an “Optional Repurchase”) of any of the making Existing Notes or the Exchangeable PIK Notes, except, in the case of such prepaymentthis clause (B), to the extent after giving effect thereto the Senior Secured Leverage Ratio shall be equal to or less than 4.5 to 1.0 for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available; provided that this clause (B) will not prohibit: (1) the Optional Repurchase of any Existing Notes or Exchangeable PIK Notes made in exchange for, or out of the proceeds of a substantially concurrent sale of, Permitted Refinancing Indebtedness in respect thereof or (2) the purchase, repurchase, redemption, purchase defeasance or other acquisition or retirement of any Existing Notes or Exchangeable PIK Notes purchased in anticipation of satisfying a sinking fund obligation, principal installment or payment after giving pro forma effect to such prepaymentat final maturity, redemptionin each case within one year of the maturity of the Existing Notes or PIK Exchangeable Notes, repurchase as applicable; provided further nothing in this clause (B) shall prohibit the repurchase, redemption or other payment acquisition or retirement for value of Existing Notes or PIK Exchangeable Notes as if it had occurred on such last day required by the terms of the Existing Notes or such date the Exchangeable PIK Notes, as the case may be, including any repurchase required upon an Asset Sale or Change of Control (each as defined in the indenture governing the Existing Notes or PIK Exchangeable Notes, as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds).