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 any Indebtedness, or make any payment in violation of any subordination terms of any Indebtedness, except: (a) (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (b) the Borrower may prepay, redeem, repurchase or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of (i) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; and

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Indebtedness, except: (a) (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than (i) Subordinated IndebtednessIndebtedness and (ii) the Term Loans) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (b) the Borrower may prepay, redeem, repurchase or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of (i) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(bclause (b), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness (including Indebtedness permitted under Section 7.03(n)) in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided thatprovided, that for the purposes of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; (d) any Permitted Amendment or Refinancing of any such Indebtedness; and (e) (i) payments of interest and fees as and when due in respect of the Term Loans under the Term Loan Documents, (ii) scheduled amortization payments as and when due under the Term Loan Agreement, (iii) mandatory payments of the Term Facility pursuant to Section 2.06 of the Term Loan Agreement (as in effect on the Closing Date), other than pursuant to Section 2.06(b) of the Term Loan Agreement, and (iv) commencing with the date that is ten (10) Business Days after the date of delivery of DB1/ 123795142.13 the information required by Section 6.01(a) for the fiscal year ending on or around January 28, 2023, mandatory payments of the Term Facility pursuant to Section 2.06(b) of the Term Loan Agreement (as in effect on the Closing Date) (including, for the avoidance of doubt, a portion of such payment), so long as (x) no Event of Default exists or would arise as a result of the making of such payment, (y) immediately after giving pro forma effect to such payment (or such portion of such payment), Excess Availability shall be at least 20% of the Loan Cap (without giving effect to the Term Loan Reserve) immediately after giving effect to such payment (or such portion of such payment) and (z) the Borrower shall have delivered to the Agent a certificate confirming compliance with such conditions and including a reasonably detailed calculation of such calculated Excess Availability; provided that in the event that the conditions in clauses (x), (y), and (z) are not satisfied on any date on which such a payment would be due under Section 2.06(b) the Term Loan Agreement and are satisfied within one hundred twenty (120) days following such date that such payment would have been due, the Borrower may make such payment (or pay the remaining portion of such payment that was not previously made, as the case may be) to the Term Agent for the benefit of the Lenders (as defined in the Term Loan Agreement) to the extent that the conditions in clauses (x), (y), and (z) are satisfied at the time of such payment.

Prepayments of Indebtedness. Prepay, redeem, redeem or purchase, defease or otherwise satisfy obligate itself to prepay, redeem or purchase, in whole or in part, any Indebtedness (other than the Loans) prior to the scheduled maturity thereof in any manner any Indebtednessdue date thereof, or make permit any payment Loan Party so to do, other than (i) the prepayment by any Loan Party of Indebtedness owing by such Loan Party to any other Loan Party, (ii) the prepayment of Indebtedness permitted under Section 8.1(a)(ii) with the proceeds of other Indebtedness permitted under Section 8.1(a)(i) or (ii) or, subject to Sections 2.4(b)(v) and 2.5, with the proceeds of Class A common Stock issued by the Parent, and (iii) as permitted by Section 8.17. 11. Section 8.17(a) of the Credit Agreement is amended and restated in violation of any subordination terms of any Indebtedness, exceptits entirety to read as follows: (a) Enter into or agree to any amendment, modification or waiver of any term or condition of the 1997 Subordinated Indenture, the 1997 Subordinated Indenture Notes, the 1997 Subordinated Indenture Guaranty, the 2001 Subordinated Indenture (except for any company order and related documents referenced in the definition of "Refinancing Subordinated Indenture"), the 2001 Subordinated Indenture Notes, the 2001 Subordinated Indenture Guaranty, the Refinancing Subordinated Indenture, the Refinancing Subordinated Indenture Notes or the Refinancing Subordinated Indenture Guaranty, or purchase, redeem or make any payment with respect to Indebtedness under the 1997 Subordinated Indenture Notes, the 1997 Subordinated Indenture Guaranty, the 2001 Subordinated Indenture Notes, the 2001 Subordinated Indenture Guaranty, the Refinancing Subordinated Indenture Notes or the Refinancing Subordinated Indenture Guaranty, or permit any Loan Party so to do, provided that (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (b) the Borrower may prepaymake required payments to the extent expressly permitted pursuant to the subordination terms set forth therein and (ii) the Borrower may redeem or repurchase all or a portion of the 1997 Subordinated Indenture Notes (and pay any call or prepayment premium payable in connection therewith) (A) in the manner described in Section 8.1(a)(vii) with the net proceeds of the Refinancing Subordinated Indenture Notes and/or the proceeds of RC Loans in an aggregate amount not exceeding $105,000,000, redeemprovided that the Borrower shall have issued at least $75,000,000 in principal amount of Refinancing Subordinated Indenture Notes and applied the net proceeds thereof in accordance with Section 8.1(a)(vii), repurchase or defease any Indebtedness (B) with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by RC Loans in an aggregate amount not exceeding $26,250,000, provided further that, in the terms case of such Indebtedness; this clause (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of (i) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(bii), and not constituting Subordinated Indebtedness no Default or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii) (d) Event of Default shall exist immediately before or after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; andgiving effect thereto.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Indebtedness, exceptIndebtedness except the following: (a) (i) as long as no Default or Event of Default then exists, the Loan Parties may make regularly scheduled or mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (b) the Borrower may prepay, redeem, repurchase or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepaymentsrepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than the KTC Indebtedness and Indebtedness under the Licensor/Vendor Subordinated Notes); (b) so long as no Event of Default has occurred and is continuing, the Loan Parties may make regularly scheduled or mandatory or voluntary repayments, repurchases, redemptions or defeasances of the Indebtedness evidenced by the Licensor/Vendor Subordinated Notes if the Payment Conditions (as defined in the Licensor/Vendor Subordinated Notes) are satisfied; (c) the Loan Parties may make regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of the KTC Indebtedness (i) Indebtedness permitted under Section 7.03 hereof from proceeds of EPK Collateral (as defined in the Intercreditor Agreement) and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness otherwise in accordance with an amount equal to the applicable subordination terms thereof difference between (x) the EPK Purchase Price (as defined in the KTC Financing Documents) and (y) the amount realized upon either (a) the sale of the relevant Inventory or (b) the recovery on any amount for which the Agent has not paid EPK the Designated Amount (as defined in the Intercreditor Agreement), so long as the ABL Payment Conditions are satisfied(A) no Event of Default has occurred and is continuing hereunder, (iiiB) no Event of Default has occurred and is continuing under the KTC Financing Documents, (C) any such payment shall not result in any default in any other Contractual Obligation of the Loan Parties, (D) the amount of all such payments permitted under this clause (c)(ii) shall not exceed $250,000 in the aggregate without the written consent of the Agent, and (E) prior to making any such payment under this clause (c)(ii), the Loan Parties shall deliver to the Agent a certificate or other evidence of satisfaction of the conditions contained in clauses (A) through (D) above reasonably satisfactory to the Agent; and (d) after the first anniversary Loan Parties may consummate Permitted Refinancings of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; andany such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Junior Indebtedness, except: (a) (i) mandatory or scheduled payments of principal, principal (including mandatory prepayments) and interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (b) the Senior Notes may be (i) converted to, or exchanged for, Equity Interests (other than Disqualified Stock) of Holdings or any Parent Company or (ii) prepaid from the proceeds of Equity Interests (other than Disqualified Stock) issued by Holdings or any Parent Company so long as such prepayment occurs reasonably contemporaneously with the issuance of such Equity Interests; (c) the Domestic Borrower may prepay, redeem, repurchase or defease the Senior Notes, the Senior Subordinated Notes or any Junior Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (cd) except during with respect to (i) any Indebtedness under the Accommodation PeriodSenior Notes, the Senior Subordinated Notes or any Permitted Amendment or Refinancing thereof or (ii) any Junior Indebtedness, regularly scheduled interest (whether or not such interest can be paid-in-kind at the option of the issuer) or AHYDO “catch-up” payments; (e) the Domestic Borrower may prepay, repurchase, redeem or defease the Senior Subordinated Notes or the Senior Notes with the proceeds of New Term Loans (as defined in the Term Facility); (f) voluntary prepayments, repurchases, redemptions or defeasances of (i) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(bclause (b), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, and (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfiedthereof; and (g) any Permitted Amendment or Refinancing of any such Indebtedness.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Indebtedness, except: (a) (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than (i) Subordinated IndebtednessIndebtedness and (ii) the Term Loans) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (b) the Borrower may prepay, redeem, repurchase or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of (i) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(bclause (b), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, and (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; (d) any Permitted Amendment or Refinancing of any such Indebtedness; and (e) (i) payments of interest and fees as and when due in respect of the Term Loans under the Term Loan Documents, (ii) scheduled amortization payments as and when due under the Term Loan Agreement, (iii) mandatory payments of the Term Loan Facility pursuant to Section 2.06 of the Term Loan Agreement (as in effect on the Closing Date), other than pursuant to Section 2.06(b) of the Term Loan Agreement, and (iv) commencing with the date that is ten (10) Business Days after the date of delivery of the information required by Section 6.01(a) for the fiscal year ending on or around February 1, 2020, mandatory payments of the Term Loan Facility pursuant to Section 2.06(b) of the Term Loan Agreement (as in effect on the Closing Date) (including, for the avoidance of doubt, a portion of such payment), so long as (x) no Event of Default exists or would arise as a result of the making of such payment, (y) immediately after giving pro forma effect to such payment (or such portion of such payment), Excess Availability shall be at least 20% of the Loan Cap (without giving effect to the Term Loan Reserve) immediately after giving effect to such payment (or such portion of such payment) and (z) the Borrower shall have delivered to the Agent a certificate confirming compliance with such conditions and including a reasonably detailed calculation of such calculated Excess Availability; provided that in the event that the conditions in clauses (x), (y), and (z) are not satisfied on any date on which such a payment would be due under Section 2.06(b) the Term Loan Agreement and are satisfied within one hundred twenty (120) days following such date that such payment would have been due, the Borrower may make such payment (or pay the remaining portion of such payment that was not previously made, as the case may be) to the Term Agent for the benefit of the Lenders (as defined in the Term Loan Agreement) to the extent that the conditions in clauses (x), (y), and (z) are satisfied at the time of such payment.

Prepayments of Indebtedness. PrepayThe Company and its Restricted Subsidiaries will not prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof or make any cash payment, in each case, of any manner any Subordinated Indebtedness, or make any payment in violation of any subordination terms of any Indebtednesssuch Subordinated Indebtedness (any such payment, excepta “Restricted Debt Payment”), other than: (a) (i) mandatory or regularly scheduled interest payments and payments of principalfees, interest expenses and fees as and when due indemnification obligations in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments in each case when due and in amounts not to exceed the amounts required to be paid with respect thereto as of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit AgreementIssue Date; (b) the Borrower may prepayrefinancings, redeemredemptions, repurchase replacements, exchanges or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms other acquisition of such IndebtednessSubordinated Indebtedness for Permitted Refinancing Indebtedness permitted by Section 7.13; (c) except during the Accommodation Periodpayments with, voluntary prepaymentsor conversions to, repurchases, redemptions or defeasances of Equity Interests (i) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(bother than Disqualified Stock), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii); (d) if such Subordinated Indebtedness would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code, on each interest payment date ending on or after the first fifth anniversary of the Closing Dateissue date of such Indebtedness, the 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 Indebtedness in respect will not be considered an “applicable high yield discount obligation”; (e) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided thatCompany or any Guarantor in exchange for, for the purposes of this Section 7.07(c)by conversion into or out of, clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfiednet cash proceeds from, an incurrence of Permitted Refinancing Indebtedness; and (f) mandatory prepayments of any Subordinated Indebtedness made after the Holders have declined to accept prepayments of Notes made with proceeds of Asset Sales that would have 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 any Indebtedness, or make any payment in violation of any subordination terms of any IndebtednessSubordinated Debt, except: except (a) (i) as long as no Event of Default then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or scheduled payments defeasances of principal, interest and fees as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereofDebt), (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (b) certain intercompany loans and advances between Borrowers and Guarantor to the Borrower may prepayextent mutually agreed, redeemincluding without limitation advances made to the Guarantor for payment of Taxes, repurchase or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding on account of any Subordinated Debt), (d) payments with respect to the Trade Credit, (e) the reimbursement of expenses of SEP SWH Holdings, L.P. and its Affiliates pursuant to the Management Reimbursement Agreement; (f) priority Sponsor Note payments due December 31, 2010 and March 31, 2011, not to exceed $1,000,000 each, plus accrued interest, provided, that with respect to any Restricted Payment to be made pursuant to clause (f) the Borrower has satisfied the Sponsor Note Payment Conditions; (g) scheduled payments of interest and principal with respect to Subordinated Debt commencing May 31, 2011, provided, that with respect to any Restricted Payment to be made pursuant to clause (g) the Borrower has satisfied the Scheduled Payment Conditions; (h) additional voluntary payments with respect to Subordinated Debt commencing May 31, 2011, provided, that with respect to any Restricted Payment to be made pursuant to clause (h) the Borrower has satisfied the Additional Payment Conditions; and (i) Indebtedness permitted under Section 7.03 hereof refinancings and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated refundings of such Indebtedness in accordance compliance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; and7.03.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, unsecured Indebtedness incurred pursuant to Section 7.03(h) or make any payment in violation of any subordination terms of any Indebtedness, except: 7.03(l) (a) other than (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under pursuant to Section 7.03 hereof7.03(l), (ii) all voluntary prepayments any redemption required by Article III of the ABL Debt 2018 Convertible Senior Notes Indenture or Article III of the 2021 Convertible Senior Notes Indenture or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, or (iii) pursuant to a cash settlement method to the extent required by Section 4.03(a)(iv) of the 2018 Convertible Senior Notes Indenture or Section 4.03(a)(iv) of the 2021 Convertible Senior Notes Indenture, as applicable, or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, (y) pursuant to a “Physical Settlement” under (and as defined in) the 2018 Convertible Senior Notes Indenture or the 2021 Convertible Senior Notes Indenture, as applicable or (z) pursuant to a “Combination Settlement” under (and as defined in) the 2018 Convertible Senior Notes Indenture or the 2021 Convertible Senior Notes Indenture, as applicable, or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, with a “Specified Dollar Amount” (as defined therein) equal to or less than $1,000); provided that, without limitation of any of clauses (i), (ii) and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement;immediately preceding parenthetical: (bA) the Borrower may prepaymake cash payments and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the 2018 Convertible Senior Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) as long as, redeemin the case of cash payments (other than cash payments in lieu of fractional shares), repurchase or defease both (x) immediately prior and after giving effect to any Indebtedness such cash payment (with the proceeds effect of any Permitted Amendment or Refinancing or pursuant such cash payment determined after also giving effect to the satisfaction of any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances related settlement obligations of (i) Indebtedness permitted each 2018 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under Section 7.03 hereof and not described in Section 7.07(b)the respective 2018 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance the Borrower under the respective 2018 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable), no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment (with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii) (d) effect of any such cash payment determined after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement also giving effect to the extent satisfaction of any related settlement obligations of (i) each 2018 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the ABL Payment Conditions are satisfied respective 2018 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (provided thatii) the Borrower under the respective 2018 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, for the purposes of this Section 7.07(cas applicable), clause (ii)(x) of the definition of “Payment Conditions” Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the ABL Credit Agreement basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to CH\1702371.21 Section 6.01 (a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be deemed to require ABL Excess Availability greater than or equal to 35% the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the ABL CommitmentsLiquidity Amount as of the date of measurement); and (B) the Borrower may make cash payment and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the 2021 Convertible Senior Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) as long as, in the case of cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2021 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2021 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the respective 2021 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable), no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2021 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2021 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the respective 2021 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable), the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (iv) intercompany Indebtedness in accordance with determined on the applicable subordination terms thereof and basis of the Liquidity Amount as long as of the ABL Payment Conditions are satisfied; anddate of measurement).

Prepayments of Indebtedness. Prepay(a) The Borrower will not, and will not permit any of its Subsidiaries to, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (including by the exercise of any Indebtednessright of setoff), or make any payment payment, in any case, in violation of any subordination subordination, standstill or collateral sharing terms of or governing, any Subordinated Indebtedness, except: (a) (i) mandatory except refinancing and refunding of such Indebtedness that does not increase the principal amount of such Indebtedness except by an amount equal to a reasonable premium or scheduled payments of principalother reasonable amounts paid, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereofexpenses reasonably incurred, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with such refinancing by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing or refunding. Notwithstanding the foregoing, this Section 8.04 of 6.12(a) shall not apply to any Indebtedness evidenced by Permitted Convertible Notes or to any Permitted Call Spread Swap Agreements to the ABL Credit Agreement;extent permitted by Section 6.01(n)(iii). (b) The Borrower will not, and will not permit any of its Subsidiaries to, repurchase, exchange, convert or induce the Borrower may prepay, redeem, repurchase or defease any Indebtedness with the proceeds conversion of any Permitted Amendment Convertible Notes, except that the Borrower and its Subsidiaries may: (i) repurchase, exchange or induce the conversion of Permitted Convertible Notes (A) by delivery of shares of the Borrower's common stock and/or (B) by delivery of a different series of Permitted Convertible Notes (which series (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the analogous date under the indenture governing the Permitted Convertible Notes that are so repurchased, exchanged or converted and (y) has terms, conditions and covenants that are no less favorable to the Borrower than the Permitted Convertible Notes that are so repurchased, exchanged or converted (as determined by the board of directors of the Borrower, or a committee thereof, in good faith)) (any such series of Permitted Convertible Notes, "Refinancing Convertible Notes") and/or (C) by payment of cash ((1) to the extent such payment of cash is expressly permitted by Section 6.06(e) or (2) otherwise in an amount that does not exceed the proceeds received by the Borrower from the substantially concurrent issuance of shares of the Borrower's common stock and/or a Refinancing Convertible Notes plus the net cash proceeds, if any, received by the Borrower pursuant to the related exercise or early unwind or termination of the related Permitted Call Spread Swap Agreements pursuant to the immediately following proviso); provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Permitted Convertible Notes that are so repurchased, exchanged or converted, the Borrower (1) in the case of related Permitted Call Spread Swap Agreements described in clause (a) of the definition thereof, shall (and, for the avoidance of doubt, shall be permitted under this Section 6.12(b)(i) to) exercise or unwind or terminate early (whether in cash, shares or any asset sale tender offers required by combination thereof) the portion of such Permitted Call Spread Swap Agreements, if any, corresponding to such Permitted Convertible Notes that are so repurchased, exchanged or converted and (2) in the case of related Permitted Call Spread Swap Agreements described in clause (b) of the definition thereof, at its option may (and, for the avoidance of doubt, shall be permitted under this Section 6.12(b)(i) to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of such Permitted Call Spread Swap Agreements, if any, corresponding to such Permitted Convertible Notes that are so repurchased, exchanged or converted; and (ii) convert Permitted Convertible Notes (where such conversion is not the result of a repurchase, exchange or inducement of conversion described in Section 6.12(b)(i) above and where such conversion is pursuant to the terms of such Indebtedness; Permitted Convertible Notes) (cA) except during by delivery of shares of the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances Borrower's common stock and/or (B) by delivery of Refinancing Convertible Notes and/or (iC) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as so long as no Default exists at the ABL Payment Conditions are satisfiedtime of such payment, (ii) Subordinated Indebtedness by payment in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (cash; provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the purposes Permitted Convertible Notes that are so repurchased, exchanged or converted, the Borrower (1) in the case of this Section 7.07(c), Permitted Call Spread Swap Agreements described in clause (ii)(xa) of the definition thereof, shall (and, for the avoidance of “Payment Conditions” set forth doubt, shall be permitted under this Section 6.12(b)(ii) to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of such Permitted Call Spread Swap Agreements, if any, corresponding to such Permitted Convertible Notes that are so converted and (2) in the ABL Credit Agreement case of related Permitted Call Spread Swap Agreements described in clause (b) of the definition thereof, at its option may (and, for the avoidance of doubt, shall be deemed permitted under this Section 6.12(b)(ii) to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of such Permitted Call Spread Swap Agreements, if any, corresponding to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions such Permitted Convertible Notes that are satisfied; andso converted.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation respect of any subordination terms of the Term Loan Debt, any of the Subordinated Indebtedness or any other Material Indebtedness, except: : (a) regularly scheduled or mandatory repayments (i) mandatory including repayments required as a result of a Permitted Disposition), repurchases, redemptions or scheduled payments defeasances of principal, interest and fees as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness) permitted ), provided, that, in the case of mandatory payments under Section 7.03 hereofthe Term Loan Facility in respect of, (ii) all voluntary prepayments or based on, excess cash flow of the ABL Debt and (iii) all prepayments 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 ABL Debt in connection with Section 8.04 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 ABL Credit Agreement; Aggregate Commitments, (b) the Borrower may prepay, redeem, repurchase or defease any repayments and prepayments of Subordinated Indebtedness in accordance with the proceeds subordination terms thereof, so long as, on the date of any Permitted Amendment such payment and after giving effect thereto, no Default or Refinancing Event of Default shall exist or pursuant to any asset sale tender offers required by the terms of such Indebtedness; have occurred and be continuing, (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness except to the extent permitted under the subordination provisions applicable thereto) so long as (i) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as each of the ABL Payment Conditions are is satisfied, (ii) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfiedAdministrative Agent shall have received ten (10) Business Days’ prior written notice of such transaction and, (iii) ) Administrative Agent shall have received such other information related to such transaction as the Administrative Agent may reasonably require; and (d) after the first anniversary refinancings and refundings of the Closing Date, such Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; andpermitted hereunder.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Indebtedness, except: (a) (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than (i) Subordinated IndebtednessIndebtedness and (ii) the Term Loans) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (bii) the Borrower may prepay, redeem, repurchase or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (ciii) except during the Extended Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of (i) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(bclause (b), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, and (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; (iv) any Permitted Amendment or Refinancing of any such Indebtedness; and (v) (i) payments of interest and fees as and when due in respect of the Term Loans under the Term Loan Documents, (ii) scheduled amortization payments as and when due under the Term Loan Agreement, (iii) mandatory payments of the Term Loan Facility pursuant to Section 2.06 of the Term Loan Agreement (as in effect on the Closing Date), other than pursuant to Section 2.06(b) of the Term Loan Agreement, and (iv) commencing with the date that is ten (10) Business Days after the date of delivery of the information required by Section 6.01(a) for the fiscal year ending on or around February 1, 2020, mandatory payments of the Term Loan Facility pursuant to Section 2.06(b) of the Term Loan Agreement (as in effect on the Closing Date) (including, for the avoidance of doubt, a portion of such payment), so long as (x) no Event of Default exists or would arise as a result of the making of such payment, (y) immediately after giving pro forma effect to such payment (or such portion of such payment), Excess Availability shall be at least 20% of the Loan Cap (without giving effect to the Term Loan Reserve) immediately after giving effect to such payment (or such portion of such payment) and (z) the Borrower shall have delivered to the Agent a certificate confirming compliance with such conditions and including a reasonably detailed calculation of such calculated Excess Availability; provided that in the event that the conditions in clauses (x), (y), and (z) are not satisfied on any date on which such a payment would be due under Section 2.06(b) the Term Loan Agreement and are satisfied within one hundred twenty (120) days following such date that such payment would have been due, the Borrower may make such payment (or pay the remaining portion of such payment that was not previously made, as the case may be) to the Term Agent for the benefit of the Lenders (as defined in the Term Loan Agreement) to the extent that the conditions in clauses (x), (y), and (z) are satisfied at the time of such payment.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtednessmanner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness (collectively, the “Junior Indebtedness”) (it being understood that payments of any Indebtednessregularly scheduled interest and principal shall be permitted to the extent not expressly prohibited by the subordination provisions applicable thereto, if any), except: , in each case, so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, (a) (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (b) the Borrower may prepay, redeem, repurchase or defease any Indebtedness refinancing thereof with the proceeds of any Permitted Amendment Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of the Borrower or Refinancing any Restricted Subsidiary owed to the Borrower or pursuant any Restricted Subsidiary to any asset sale tender offers required the extent not prohibited by the terms of such Indebtedness; subordination provisions applicable thereto and, (c) except during the Accommodation Period, voluntary prepayments, repurchasesredemptions, 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 $180,000,000 and 2.50% of Consolidated Total Assets of the Borrower plus (2) so long as the pro forma Consolidated Leverage Ratio would be less than 6.25:1.00, 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 (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 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 the Senior Secured Leverage Ratio would be less than 3.00:1.00 plus (4) any Net Equity Proceeds and (d) prepayments, redemptions or defeasances of (i) purchases of, or other payments made to refinance or repay, the Indebtedness permitted outstanding under Section 7.03 hereof and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; andBridge Facility Agreement.

Prepayments of Indebtedness. Prepay(a) So long as no Default or Event of Default has occurred and is continuing, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtednessmanner, or make any payment in violation of any subordination terms of of, any Indebtedness, except: (a) (i) mandatory subordinated Indebtedness or scheduled payments of principal, interest and fees as and when due in respect of any junior secured Indebtedness (other than Subordinated Indebtedness) permitted Indebtedness under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; ) (bcollectively, the “Junior Indebtedness”), except (i) the Borrower may prepay, redeem, repurchase or defease any Indebtedness refinancing thereof with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required permitted by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of (i) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied7.03, (ii) Subordinated the prepayment of Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect Holdings or any of the Third Lien Credit Agreement its Subsidiaries owed to Holdings or any of its Subsidiaries to the extent not prohibited by the ABL Payment Conditions are satisfied subordination provisions applicable thereto and (iii) such prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an aggregate amount not to exceed the Available Amount; provided that, for in the purposes case of this Section 7.07(c), any such prepayment made in reliance on clause (ii)(xb) of the definition of “Payment Conditions” set forth in Available Amount, on a Pro Forma Basis giving effect to any such prepayment, the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% Consolidated Leverage Ratio as of the ABL Commitmentslast day of the most recently ended Fiscal Quarter for which Holdings is required to deliver financial statements pursuant to Section 6.01(a) or (b) (or for the period prior to any such delivery of financial statements, the Estimated Pro Forma Financial Statements) shall not exceed 4.50:1.00. (b) Prior to the Original Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 7.03(o) for the purpose of consummating a Permitted Debt Exchange, (i) Holdings will not, and will not permit any Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless Borrowers shall concurrently voluntarily prepay Term Loans pursuant to Section 2.03(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (ivb) intercompany Indebtedness the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) Holdings and its Subsidiaries will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in accordance any manner inconsistent with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; andof Section 2.18(a).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtednessmanner, or make any payment in violation of any subordination terms of of, any Indebtedness, except: except (a) (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments the prepayment of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (b) the Borrower may prepay, redeem, repurchase or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of (i) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness Loans in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfiedof this Agreement, (iii) b) regularly scheduled or required repayments of CS Term Loan Indebtedness or regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.3, (c) the Permitted Refinancing of any Indebtedness incurred pursuant to Section 7.3, (d) after a prepayment, redemption, purchase, defeasement or other satisfaction of Indebtedness made using the first anniversary portion, if any, of the Closing DateCumulative Credit on the date that the Borrower elects to apply all or a portion thereof to this Section 7.13(d), Indebtedness such election to be specified in respect a written notice of a Responsible Officer of the Third Lien Borrower calculating in reasonable detail the amount of Cumulative Credit Agreement immediately prior to such election and the extent the ABL Payment Conditions are satisfied (amount thereof elected to be so applied; provided that, for immediately before and after giving effect to any such prepayment, (a) no Default or Event of Default shall have occurred and be continuing, (b) Excess Availability at the purposes time of this Section 7.07(c)such prepayment after giving effect to the proposed prepayment is not less than the greater of (y) 17.5% of the Maximum Revolver Amount and (z) $21,875,000, and (c) with respect to any prepayment made utilizing clause (ii)(xb) or (c) of the definition of “Payment Conditions” set forth in Cumulative Credit”, the ABL Credit Agreement Borrower and its Subsidiaries shall be deemed in compliance, on a Pro Forma Basis, with a maximum Senior Secured Net Leverage Ratio of 4.50:1.00, such compliance to require ABL be determined on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.1(a) or (b), (e) prepayments, redemptions, purchases, defeasements or other satisfactions of Indebtedness on the Closing Date as part of the Transactions, or (f) a prepayment, redemption, purchase, defeasement or other satisfaction of the CS Term Loan Indebtedness; provided that, immediately before and after giving effect to any such prepayment, (a) no Default or Event of Default shall have occurred and be continuing, (b) Excess Availability at the time of such prepayment after giving effect to the proposed prepayment is, and one year following the date of such proposed prepayment is projected to be, not less than the greater than or equal to 35of (y) 20% of the ABL Commitments) Maximum Revolver Amount and (ivz) intercompany Indebtedness $25,000,000, and (c) the Borrower and its Subsidiaries shall be, and one year following the date of such proposed prepayment shall be projected to be, in accordance compliance, on a Pro Forma Basis, with a minimum Maintenance Fixed Charge Coverage Ratio of 1.25:1.00, such compliance to be determined on the applicable subordination terms thereof basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.1(a) or (b), and the Borrower shall have delivered financial information and details supporting such projections in form and substance reasonably satisfactory to Agent (it being understood that any projections provided pursuant to this Section 7.13(f) are not to be viewed as long as the ABL Payment Conditions are satisfied; andfacts and that actual results may differ significantly from such projections).

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity (or, with respect to the Growth Capital Subordinated Indebtedness, at or prior to maturity) thereof in any manner any IndebtednessIndebtedness of the type described in clause (a) of the definition thereof, or make any payment cash payments 111 upon the settlement, conversion, termination or otherwise in violation of connection with any subordination terms of any Permitted Convertible Indebtedness, except: except for the following: (a) (i) regularly scheduled or mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (b) the Borrower may prepay, redeem, repurchase or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepaymentsrepayments, repurchases, redemptions or defeasances of (i) Permitted Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(b(other than Subordinated Indebtedness), and not constituting (ii) as long as no Default or Event of Default then exists, Subordinated Indebtedness (other than the Growth Capital Subordinated Indebtedness) in accordance with the subordination terms thereof or intercompany Indebtednessthe applicable subordination agreement relating thereto, and (iii) as long as the ABL Payment Conditions are satisfied, Indebtedness between the Loan Parties and non-Loan Parties so long as such Indebtedness is subject to the Subordinated Intercompany Note; (iib) as long as the Payment Conditions are satisfied (i) voluntary prepayments, repurchases, redemptions or defeasances of: (A) Permitted Indebtedness (other than Subordinated Indebtedness and Permitted Convertible Indebtedness) and (B) Subordinated Indebtedness (other than the Growth Capital Subordinated Indebtedness) in accordance with the applicable subordination terms thereof or the applicable subordination agreement relating thereto and (ii) cash payments of any Permitted Convertible Indebtedness; (c) with respect to the Growth Capital Subordinated Indebtedness: (i) any payments permitted to be made pursuant to Section 4 of the Growth Capital Subordination Agreement (without regard to the last sentence of Section 4(a) thereof); and (ii) as long as the ABL Payment Conditions are satisfied, (iii) (d) after the first anniversary of the Closing Date, Indebtedness other payments in respect of the Third Lien Credit Growth Capital Subordinated Indebtedness which are not otherwise permitted to be made pursuant to Section 4 of the Growth Capital Subordination Agreement (without regard to the extent the ABL Payment Conditions are satisfied last sentence of Section 4(a) thereof) (provided thatincluding, for the purposes of this Section 7.07(c)without limitation, clause prepayments thereof required to be made pursuant to clauses (ii)(xd) and (e) of the definition of “Payment ConditionsPermitted Indebtedness” set forth in the ABL Credit Growth Capital Subordinated Loan Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% as in effect as of the ABL Commitmentsdate hereof); (d) [reserved]; (e) repayments of principal and interest and other payments of any Indebtedness with the proceeds of a Permitted Refinancing thereof or by exchange or conversion to Equity Interests of Lead Borrower substantially contemporaneously therewith (ivother than Disqualified Stock) intercompany as well as cash payment, in lieu of issuance of fractional shares in connection therewith; provided that, with respect to a refinancing of any Subordinated Indebtedness, such refinancing shall also be in accordance with the subordination terms thereof or the applicable subordination agreement relating thereto; (f) so long as no Default or Event of Default then exists or would result therefrom, cash settlement upon any conversion of Permitted Convertible Indebtedness in accordance with the applicable subordination terms thereof in an aggregate amount not to exceed the principal amount thereof; and (g) as long as the ABL Payment Conditions are satisfied; andno Cash Dominion Event then exists and is continuing, such prepayments, redemptions, repurchases or defeasements of Indebtedness made substantially simultaneously with proceeds of Equity Interests issued by Lead Borrower. 112

Prepayments of Indebtedness. PrepayThe Company will not, redeemand will not permit any Subsidiary to, purchaseif any Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, defease (a) amend or otherwise satisfy prior to modify (or permit the scheduled maturity thereof in amendment or modification of) any manner any Indebtedness, or make any payment in violation of any subordination the terms of any Indebtedness of such Person if such amendment or modification would accelerate the maturity date of such Indebtedness or would require an unscheduled payment of such Indebtedness or would effect any type of transfer of property or ​ assets in payment of Indebtedness or would otherwise have the effect of prepaying such Indebtedness or (b) prepay, any Indebtedness of such Person,; provided however, that the Company may (x) make such mandatorythe prepayments or redemptions expressly required by any credit agreement or unsecured bond indenture or senior note agreement or indenture to which the Company is a party (so long as such mandatory prepayments or redemptions are not triggered by events of default under such credit agreement, bond or senior note Indebtedness), except: (aprovided that prepayment or redemption of such bond or senior note Indebtedness would not result in a breach of Section 10.6 or any Additional Covenant.Section 8.2(b) (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary including prepayments of the ABL Debt Indebtedness under the BAML Loan Documents and the BMO Loan Documents in connection therewith based on the Applicable Sharing Percentage) and (iiiy) all prepayments of prepay the ABL Debt in connection with Section 8.04 of Indebtedness under the ABL Credit Agreement; (b) BAML Loan Documents and the Borrower may prepayBMO Loan Documents, redeem, repurchase or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or including pursuant to a refinancing, and make any asset sale tender offers required by amendments or modifications requiring an unscheduled payment of such Indebtedness or have the terms effect of prepayment of such Indebtedness; (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of (i) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as so long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with Company prepays the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii) (d) after the first anniversary outstanding amounts under each of the Closing Date, Indebtedness Series A Notes and the Series B Notes in an amount based upon the Initial Sharing Percentage with respect to the Obligations of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes principal amount of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; andany such prepayments.

Prepayments of Indebtedness. PrepayMake any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay directly or indirectly (including pursuant to any Synthetic Purchase Agreement), redeem, purchaserepurchase, defease retire or otherwise satisfy prior to the scheduled maturity thereof in acquire for consideration, any manner any Indebtedness, or make any payment in violation of any subordination terms of any Indebtedness, Indebtedness except: (a) (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments the payment of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement;Indebtedness created hereunder, (b) the Borrower may prepay, redeem, repurchase payment of the Indebtedness under the Term Loan Facility (including payments required as a result of a Permitted Disposition or defease any Indebtedness required to be made pursuant to the terms of the Term Loan Agreement with the proceeds of any Permitted Amendment the SUPERVALU Payment), provided, that, (i) no optional or Refinancing or pursuant to any asset sale tender offers required by the terms voluntary payments in respect of such Indebtedness;Indebtedness shall be made unless as of the date of any such optional or voluntary payment, and after giving 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) except during refinancings of Permitted Indebtedness with Refinancing Indebtedness, (d) the Accommodation Period, payment of secured Indebtedness that becomes due as a result of the voluntary prepayments, repurchases, redemptions sale or defeasances transfer of the property or assets securing such Indebtedness, (ie) payments of Indebtedness permitted of the Lead Borrower or 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 reinvested in accordance with the Term Loan Agreement (as in effect on the date of Amendment No. 3 or as thereafter amended with or without the approval of the Administrative Agent) and not required to be applied to repay any of the Obligations under Section 7.03 hereof 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 described to exceed $175,000,000 in Section 7.07(b)the aggregate, and not constituting Subordinated Indebtedness or intercompany Indebtednessprovided, that, as of the date of any such payments and after giving effect thereto, no Cash Dominion Event exists or would exist after giving effect thereto (and for this purpose without regard to the requirement as to 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 ABL date of any such payment and after giving effect thereto, each of the Payment Conditions are is satisfied, (iiB) 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 applicable subordination terms thereof thereof, so long as, on the date of any such payment and as long as after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (i) in the ABL Payment Conditions event that any Net Cash Proceeds from the Disposition of any Save-A-Lot Retained Interest are satisfiedrequired to be applied to repay any of the Obligations under Section 2.05 hereof, any payment of Indebtedness of Loan Parties thereafter, provided, that, (iii) (di) after the first anniversary aggregate amount of all such payments, together with the Closing Date, Indebtedness in respect aggregate amount of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), all Investments under clause (ii)(xs) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement term Permitted Investments and the aggregate amount of all Restricted Payments under Section 7.06(f), shall be deemed not exceed the aggregate amount of such Net Cash Proceeds applied to require ABL Excess Availability greater than or equal to 35% the Obligations as of the ABL Commitmentsdate 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 (iviii) intercompany Indebtedness 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 accordance with reliance on clause (f) above may subsequently be reallocated to clause (g) to the applicable subordination terms thereof and as long as extent permitted at the ABL Payment Conditions are satisfied; andtime of reallocation under such clause.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner the First Lien Notes, the Second Lien Notes, the Sponsor Subordinated Debt or the Permitted Unsecured Debt (except, in the case of the First Lien Notes and the Second Lien Notes, for any Indebtednessmandatory prepayments, redemptions, purchases, defeasances or make any payment in violation of any subordination other satisfactions required by the terms of any Indebtednessthe First Lien Indenture or the Second Lien Indenture as in effect on the Effective Date), exceptexcept for: (a) (i) mandatory prepayments, redemptions, repurchases, defeasances or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments satisfactions of the ABL Debt and (iii) all prepayments First Lien Notes pursuant to the terms of Section 2.03 or otherwise in accordance with the ABL Debt in connection with Section 8.04 of the ABL Credit First Lien Intercreditor Agreement; (b) so long as no Default or Event of Default shall be continuing, prepayments, redemptions, repurchases, defeasances or other satisfactions of the Borrower may prepayFirst Lien Notes using Net Cash Proceeds of Indebtedness that has a stated maturity date after the specified maturity date for the First Lien Notes, redeemno scheduled amortization prior to such scheduled maturity, repurchase a principal balance not in excess of the then outstanding principal amount of First Lien Notes, covenants no more restrictive, taken as a whole, than those in the First Lien Notes and that can be issued without any material amendment to the First Lien Intercreditor Agreement or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such IndebtednessGeneral Intercreditor Agreement; (c) except during the Accommodation Periodso long as no Default or Event of Default shall be continuing, voluntary prepayments, redemptions, repurchases, redemptions defeasances or defeasances other satisfactions of (i) the Second Lien Notes using Net Cash Proceeds of Indebtedness permitted under Section 7.03 hereof that has a stated maturity date after the specified maturity date for the Second Lien Notes, no scheduled amortization prior to such scheduled maturity, a principal balance not in excess of the then outstanding principal amount of Second Lien Notes, covenants no more restrictive, taken as a whole, than those in the Second Lien Notes and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as that can be issued without any material amendment to the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii)General Intercreditor Agreement; (d) after the first anniversary payments of the Closing Date, Indebtedness Sponsor Subordinated Debt made in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance a manner which is consistent with the applicable subordination terms thereof and as in compliance with Section 7.06(f); and (e) so long as no Default or Event of Default shall be continuing, payments of Permitted Unsecured Debt using the ABL Payment Conditions are satisfied; andproceeds of other Permitted Unsecured Debt issued pursuant to Section 7.02(m) that has a stated maturity date after the specified maturity date for the Permitted Unsecured Debt being refinanced, no scheduled amortization prior to such scheduled maturity, a principal balance not in excess of the then outstanding principal amount of the Permitted Unsecured Debt being refinanced and covenants no more restrictive, taken as a whole, than those in the Permitted Unsecured Debt being refinanced.

Prepayments of Indebtedness. PrepayModifications of Certificate of ------------------------------------------------------------ Incorporation, redeemBy-Laws and Certain Other Agreements, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Indebtedness, except:etc. (a) The Borrower will -------------------------------------------------------- not, and will not permit any of its Subsidiaries to, (ix) mandatory make (or scheduled payments of principal, interest and fees as and when due give any notice in respect thereof) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange or refinancing of the Senior Subordinated Notes or any Existing Indebtedness, (y) amend, modify or change in any manner the Senior Subordinated Notes Documents or any other agreements (including, without limitation, the Existing Indebtedness Agreements) relating to the Senior Subordinated Notes or to any Existing Indebtedness or (z) amend, modify or change in any manner materially adverse to the interests of the Lenders, the Certificate of Incorporation (including, without limitation, by the filing of any Indebtedness (other than Subordinated Indebtednessadditional certificate of designation) permitted under Section 7.03 hereof, (ii) all voluntary prepayments or By-Laws of the ABL Debt Borrower or any of its Subsidiaries, the terms of any of its Capital Stock or any agreement entered into by the Borrower with respect to its Capital Stock (including, without limitation, the Warrants and the Warrant Agreements), the "Transaction Documents" (iiias defined in the Existing Credit Agreement) all prepayments (including, without limitation, the GEO Shareholders' Agreement), or enter into any new agreement in any manner materially adverse to the interests of the ABL Debt in connection Lenders with Section 8.04 respect to the Capital Stock of the ABL Credit Agreement;Borrower. (b) Other than the Obligations, the Borrower may prepay, redeem, repurchase or defease shall not designate and shall not permit any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of (i) Indebtedness permitted be designated as "Designated Senior Debt" under Section 7.03 hereof and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth defined in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; andSenior Subordinated Notes Documents.

Prepayments of Indebtedness. Prepay(a) Each of Holdings and the Borrower will not, and Holdings will not permit any of its Subsidiaries to, voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (including by the exercise of any Indebtednessright of setoff), or make any payment payment, in any case, in violation of any subordination subordination, standstill or collateral sharing terms of or governing, any Subordinated Indebtedness, except: (a) (i) mandatory except refinancing and refunding of such Indebtedness that does not increase the principal amount of such Indebtedness except by an amount equal to a reasonable premium or scheduled payments of principalother reasonable amounts paid, interest and fees as and when due in respect of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereofexpenses reasonably incurred, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with such refinancing by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing or refunding. Notwithstanding the foregoing, this Section 8.04 of 6.12(a) shall not apply to any Indebtedness evidenced by Permitted Convertible Notes or to any Permitted Call Spread Swap Agreements to the ABL Credit Agreement;extent permitted by Section 6.01(n)(iii). (b) Each of Holdings and the Borrower may prepaywill not, redeemand Holdings will not permit any of its Subsidiaries to, repurchase repurchase, exchange, convert or defease any Indebtedness with induce the proceeds conversion of any Permitted Amendment Convertible Notes, except that Holdings and its Subsidiaries may: (i) repurchase, exchange or induce the conversion of Permitted Convertible Notes (A) by delivery of shares of Holdings’ common stock and/or (B) by delivery of a different series of Permitted Convertible Notes (which series (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the analogous date under the indenture governing the Permitted Convertible Notes that are so repurchased, exchanged or converted and (y) has terms, conditions and covenants that are no less favorable to the Borrower than the Permitted Convertible Notes that are so repurchased, exchanged or converted (as determined by the board of directors of the Borrower, or a committee thereof, in good faith)) (any such series of Permitted Convertible Notes, “Refinancing Convertible Notes”) and/or (C) by payment of cash ((1) to the extent such payment of cash is expressly permitted by Section 6.06(e) or (2) otherwise in an amount that does not exceed the proceeds received by Holdings from the substantially concurrent issuance of shares of Holdings’ common stock and/or a Refinancing Convertible Notes plus the net cash proceeds, if any, received by Holdings or the Borrower pursuant to the related exercise or early unwind or termination of the related Permitted Call Spread Swap Agreements pursuant to the immediately following proviso); provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Permitted Convertible Notes that are so repurchased, exchanged or converted, each of Holdings and the Borrower (1) in the case of related Permitted Call Spread Swap Agreements described in clause (a) of the definition thereof, shall (and, for the avoidance of doubt, shall be permitted under this Section 6.12(b)(i) to) exercise or unwind or terminate early (whether in cash, shares or any asset sale tender offers required by combination thereof) the portion of such Permitted Call Spread Swap Agreements, if any, corresponding to such Permitted Convertible Notes that are so repurchased, exchanged or converted and (2) in the case of related Permitted Call Spread Swap Agreements described in clause (b) of the definition thereof, at its option may (and, for the avoidance of doubt, shall be permitted under this Section 6.12(b)(i) to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of such Permitted Call Spread Swap Agreements, if any, corresponding to such Permitted Convertible Notes that are so repurchased, exchanged or converted; and (ii) convert Permitted Convertible Notes (where such conversion is not the result of a repurchase, exchange or inducement of conversion described in Section 6.12(b)(i) above and where such conversion is pursuant to the terms of such Indebtedness; Permitted Convertible Notes) (cA) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances by delivery of shares of Holdings’ common stock and/or (iB) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as by delivery of Refinancing Convertible Notes and/or (C) so long as no Default exists at the ABL Payment Conditions are satisfiedtime of such payment, (ii) Subordinated Indebtedness by payment in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (cash; provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the purposes Permitted Convertible Notes that are so repurchased, exchanged or converted, each of this Section 7.07(c), Holdings and the Borrower (1) in the case of Permitted Call Spread Swap Agreements described in clause (ii)(xa) of the definition thereof, shall (and, for the avoidance of “Payment Conditions” set forth in the ABL Credit Agreement doubt, shall be deemed permitted under this Section 6.12(b)(ii) to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of such Permitted Call Spread Swap Agreements, if any, corresponding to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions such Permitted Convertible Notes that are satisfied; so converted and

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Indebtedness, except: (a) (i) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Indebtedness (other than (i) Subordinated IndebtednessIndebtedness and (ii) the Term Loans) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement; (bii) the Borrower may prepay, redeem, repurchase or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (ciii) except during the Extended Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of (i) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(bclause (b), above, and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness (including Indebtedness permitted under Section 7.03(n)) in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, and (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; (iv) any Permitted Amendment or Refinancing of any such Indebtedness; and (v) (i) payments of interest and fees as and when due in respect of the Term Loans under the Term Loan Documents, (ii) scheduled amortization payments as and when due under the Term Loan Agreement, (iii) mandatory payments of the Term Loan Facility pursuant to Section 2.06 of the Term Loan Agreement (as in effect on the Closing Date), other than pursuant to Section 2.06(b) of the Term Loan Agreement, and (iv) commencing with the date that is ten (10) Business Days after the date of delivery of the information required by Section 6.01(a) for the fiscal year ending on or around February 1, 2020, mandatory payments of the Term Loan Facility pursuant to Section 2.06(b) of the Term Loan Agreement (as in effect on the Closing Date) (including, for the avoidance of doubt, a portion of such payment), so long as (x) no Event of Default exists or would arise as a result of the making of such payment, (y) immediately after giving pro forma effect to such payment (or such portion of such payment), Excess Availability shall be at least 20% of the Loan Cap (without giving effect to the Term Loan Reserve) immediately after giving effect to such payment (or such portion of such payment) and (z) the Borrower shall have delivered to the Agent a certificate confirming compliance with such conditions and including a reasonably detailed calculation of such calculated Excess Availability; provided that in the event that the conditions in clauses (x), (y), and (z) are not satisfied on any date on which such a payment would be due under Section 2.06(b) the Term Loan Agreement and are satisfied within one hundred twenty (120) days DB1/ 120677560.3 following such date that such payment would have been due, the Borrower may make such payment (or pay the remaining portion of such payment that was not previously made, as the case may be) to the Term Agent for the benefit of the Lenders (as defined in the Term Loan Agreement) to the extent that the conditions in clauses (x), (y), and (z) are satisfied at the time of such payment.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any IndebtednessSubordinated Debt, exceptexcept : (a) (i) as long as no Event of Default then exists or would result therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions or scheduled payments defeasances of principal, interest and fees as and when due in respect of any Permitted Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, (ii) all voluntary prepayments of Debt and other than the ABL Debt and (iii) all prepayments of the ABL Debt in connection with Section 8.04 of the ABL Credit Agreement;Term Loan Obligations), (b) [reserved] regularly scheduled payments of principal (including regularly scheduled redemptions in respect of amortization payments thereon), Mandatory ABL Term Loan Prepayments and all payments in respect of interest, fees, expenses, indemnities and other ABL Term Loan Obligations (other than principal) owing under the Borrower may prepay, redeem, repurchase ABL Term Documents (as in effect on the Second Amendment Effective Date or defease any Indebtedness as amended in accordance with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness;the ABL Intercreditor Agreement), including customary and reasonable fees in respect of amendments, consents, waivers and other modifications of the ABL Term Documents permitted by the ABL Intercreditor Agreement, in each case of this clause (b) as and when due under the ABL Term Documents (as in effect on the Second Amendment Effective Date or as amended in accordance with the terms of the ABL Intercreditor Agreement), (c) except during certain intercompany loans and advances between ▇▇▇▇▇▇▇▇▇ and Guarantor to the Accommodation Periodextent mutually agreed by the Lead Borrower, the Administrative Agent and the Term Loan Agent, including without limitation advances made to the Guarantor for payment of Taxes, (d) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (ibut excluding on account of any Subordinated Debt or the ABL Term Loan Obligations), (e) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as so long as the ABL Payment Conditions are shall have been satisfied, voluntary prepayments of principal with respect to the ABL Term Loan Obligations, (iif) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as so long as the ABL Payment Conditions are shall have been satisfied, payments and prepayments of interest and principal with respect to Subordinated Debt, and (iii) f (dg) after the first anniversary refinancings and refundings of the Closing Date, such Indebtedness in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this compliance with Section 7.07(c), clause (ii)(x) of the definition of “Payment Conditions” set forth in the ABL Credit Agreement shall be deemed to require ABL Excess Availability greater than or equal to 35% of the ABL Commitments) and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; and7.03.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except: except (a) as long as no Default or Event of Default then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of (iA) mandatory or scheduled payments of principal, interest and fees as and when due in respect of any Permitted Indebtedness (other than Material Indebtedness, Subordinated IndebtednessIndebtedness and the Term Loan Debt) permitted and (B) Subordinated Indebtedness in accordance with the subordination terms thereof (b) mandatory repayments, repurchases, redemptions or defeasances of (i) the obligations under Section 7.03 hereof, the ABL Credit Agreement in accordance with the ABL Credit Agreement and (ii) all voluntary prepayments the Term Loan Debt (y) on the maturity date of the ABL Term Loan Debt and (iiiz) all prepayments of in accordance with the ABL Debt in connection with Section 8.04 of the ABL Term Loan Credit Agreement; , as applicable (b) as in effect on the Borrower may prepay, redeem, repurchase Effective Date or defease any Indebtedness as thereafter modified in accordance with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; Junior/Senior Intercreditor Agreement and this Agreement), (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of (i) Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(b), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) Subordinated Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied, (iii) (d) after the first anniversary of the Closing Date, Indebtedness in respect of the Third Lien Credit Agreement pursuant to the extent the ABL Payment Conditions are satisfied (provided that, for the purposes of this Section 7.07(c), clause (ii)(xp) of the definition of “Payment Conditions” set forth in Permitted Indebtedness”, so long as the ABL Credit Agreement shall be deemed RP Conditions are satisfied at the time of and immediately after giving effect to require ABL Excess Availability greater than or equal such prepayment, (ii) Indebtedness of any Loan Party to 35% of the ABL Commitments) and (iv) intercompany Indebtedness another Loan Party in accordance with the applicable subordination terms thereof and as of this Agreement, (iii) Indebtedness under the ABL Credit Agreement, (iv) Indebtedness under the Term Loan Credit Agreement subject to the Prepayment Conditions, (v) Indebtedness of an Immaterial Subsidiary under clause (m) of the definition of “Permitted Indebtedness” may be repaid to a Loan Party or to any other Immaterial Subsidiary so long as such payment is ultimately transferred to a Loan Party, and (vi) Material Indebtedness subject to the ABL Payment Conditions Prepayment Conditions, and (d) Permitted Refinancings of any such Indebtedness. Notwithstanding the foregoing, the Loan Parties shall not make any payments (on account of principal, interest, fees or otherwise) on any Indebtedness owing to any Affiliates which are satisfied; andnot Loan Parties or Subsidiaries of Loan Parties.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any(i) any Second Lien Debt and (ii) any other Indebtedness, if (A) such prepayment would, on a pro forma basis, cause a Default or make any payment Event of Default hereunder or (B) such prepayment is prohibited by the Second Lien Indenture; provided that the provisions of this Section 7.13 will not apply to (i) the prepayment of the Loans in violation of any subordination accordance with the terms of this Agreement or (ii) the prepayment of obligations under the Borrowers’ internal cash management system substantially similar to the system in effect on the Closing Date; provided further that any Indebtedness, exceptredemptions and repayments of Second Lien Debt shall be permitted: (a) in an aggregate principal amount not to exceed $25,000,000 so long as (i) mandatory or scheduled payments of principal, interest and fees as and when due the Borrowers shall be in respect compliance with the financial covenants set forth in Section 7.14 after giving pro forma effect to the making of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, such redemption or prepayment; (ii) all voluntary prepayments the Loan Parties shall have Minimum Liquidity of the ABL Debt not less than $300,000,000 after giving pro forma effect to any such redemption or prepayment and (iii) all prepayments immediately after giving effect to any such redemption or prepayment, no Default or Event of the ABL Debt in connection with Section 8.04 of the ABL Credit AgreementDefault has occurred and is continuing; (b) the Borrower may prepay, redeem, repurchase or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of if made (i) solely with any Second Lien Debt, Subordinated Debt or any Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(bsecured by any Collateral (“Permitted Unsecured Debt”), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) in an aggregate amount equal to the 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 in accordance with the applicable subordination terms thereof or (iii) a combination of such Second Lien Debt, such Subordinated Debt, Permitted Unsecured Indebtedness and as net proceeds, so long as the ABL Payment Conditions are satisfiedBorrowers 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, (iii)no Default or Event of Default has occurred and is continuing; and (dc) after the first anniversary of the Closing Date, Indebtedness if made (i) solely in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied Equity Interests (provided that, for the purposes of this Section 7.07(c), clause (ii)(xother than Disqualified Equity Interests) of the definition Parent, (ii) in an aggregate amount equal to the amount of “Payment Conditions” proceeds received by the Parent from the issue of new Equity Interests (other than Disqualified Equity Interests) of the Parent or (iii) a combination of such Equity Interests (other than Disqualified Equity Interests) and proceeds, so long as the Borrowers shall demonstrate pro forma compliance (after giving effect to any such redemption or prepayment) with the financial covenants set forth in the ABL Credit Agreement shall be deemed Section 7.14 and immediately after giving effect to require ABL Excess Availability greater than any such redemption or equal to 35% prepayment, no Default or Event of the ABL Commitments) Default has occurred and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; andis continuing.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (i) any Second Lien Debt and (ii) any other Indebtedness, if (A) such prepayment would, on a pro forma basis, cause a Default or make any payment Event of Default hereunder or (B) such prepayment is prohibited by the Second Lien Indenture; provided that the provisions of this Section 7.13 will not apply to (i) the prepayment of the Loans in violation of any subordination accordance with the terms of this Agreement or (ii) the prepayment of obligations under the Borrowers’ internal cash management system substantially similar to the system in effect on the Closing Date; provided further that any Indebtedness, exceptredemptions and repayments of Second Lien Debt shall be permitted: (a) in an aggregate principal amount not to exceed $25,000,000 so long as (i) mandatory or scheduled payments of principal, interest and fees as and when due the Borrowers shall be in respect compliance with the financial covenants set forth in Section 7.14 after giving pro forma effect to the making of any Indebtedness (other than Subordinated Indebtedness) permitted under Section 7.03 hereof, such redemption or prepayment; (ii) all voluntary prepayments the Loan Parties shall have Minimum Liquidity of the ABL Debt not less than $300,000,000 after giving pro forma effect to any such redemption or prepayment and (iii) all prepayments immediately after giving effect to any such redemption or prepayment, no Default or Event of the ABL Debt in connection with Section 8.04 of the ABL Credit AgreementDefault has occurred and is continuing; (b) the Borrower may prepay, redeem, repurchase or defease any Indebtedness with the proceeds of any Permitted Amendment or Refinancing or pursuant to any asset sale tender offers required by the terms of such Indebtedness; (c) except during the Accommodation Period, voluntary prepayments, repurchases, redemptions or defeasances of if made (i) solely with any Second Lien Debt, Subordinated Debt or any Indebtedness permitted under Section 7.03 hereof and not described in Section 7.07(bsecured by any Collateral (“Permitted Unsecured Debt”), and not constituting Subordinated Indebtedness or intercompany Indebtedness, as long as the ABL Payment Conditions are satisfied, (ii) in an aggregate amount equal to the 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 in accordance with the applicable subordination terms thereof or (iii) a combination of such Second Lien Debt, such Subordinated Debt, Permitted Unsecured Indebtedness and as net proceeds, so long as the ABL Payment Conditions are satisfiedBorrowers 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, (iii)no Default or Event of Default has occurred and is continuing; and (dc) after the first anniversary of the Closing Date, Indebtedness if made (i) solely in respect of the Third Lien Credit Agreement to the extent the ABL Payment Conditions are satisfied Equity Interests (provided that, for the purposes of this Section 7.07(c), clause (ii)(xother than Disqualified Equity Interests) of the definition Parent, (ii) in an aggregate amount equal to the amount of “Payment Conditions” proceeds received by the Parent from the issue of new Equity Interests (other than Disqualified Equity Interests) of the Parent or (iii) a combination of such Equity Interests (other than Disqualified Equity Interests) and proceeds, so long as the Borrowers shall demonstrate pro forma compliance (after giving effect to any such redemption or prepayment) with the financial covenants set forth in the ABL Credit Agreement shall be deemed Section 7.14 and immediately after giving effect to require ABL Excess Availability greater than any such redemption or equal to 35% prepayment, no Default or Event of the ABL Commitments) Default has occurred and (iv) intercompany Indebtedness in accordance with the applicable subordination terms thereof and as long as the ABL Payment Conditions are satisfied; andis continuing.