Common use of Restrictions on Payment of Certain Debt Clause in Contracts

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) Subordinated Debt, except to the extent expressly permitted under any subordination agreement relating to such Debt (and a Senior Officer of a Borrower shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); (b) earnout payments owing pursuant to the Pental Acquisition Agreement, the Summit Acquisition Agreement, the Specified Acquisitions or the Identified Acquisitions unless at the time of such payment, the Payment Conditions are satisfied (and a Senior Officer of a Borrower shall certify to Agent, not less than two Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); or (c) subject to clause (a) above, any Borrowed Money (other than (x) the Obligations, the Revolver Debt, Debt that is permitted under Section 9.2.1(c) or (d) and so long as the Leverage Ratio is greater than 2.00:1.00 after giving pro forma effect to such payment, Debt that is permitted under Sections 9.2.1(g) and (i) or (y) the Permitted Refinancing of any Debt that is permitted under Sections 9.2.1(c), (g) and (i)) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as such due date is amended thereafter with the written consent of Agent).

Restrictions on Payment of Certain Debt. (a) Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: any (ai) Subordinated Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent expressly permitted under any subordination agreement relating to such Debt (and a Senior Responsible Officer of a Borrower Representative shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); (b) earnout payments owing pursuant to the Pental Acquisition Agreement, the Summit Acquisition Agreement, the Specified Acquisitions or the Identified Acquisitions unless at the time of such payment, the Payment Conditions are satisfied (and a Senior Officer of a Borrower shall certify to Agent, not less than two Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); or or (cii) subject to clause (a) above, any Borrowed Money other Debt (other than (x) the Obligations, the Revolver Debt, Debt that is permitted under Section 9.2.1(c) or (d) and so long as the Leverage Ratio is greater than 2.00:1.00 after giving pro forma effect to such payment, Debt that is permitted under Sections 9.2.1(g) and (i) or (y) the Permitted Refinancing of any Debt that is permitted under Sections 9.2.1(c), (g) and (i)) prior to its due date under the agreements evidencing such Debt Debt, except for (A) the prepayment of the Convertible Debentures in an amount not to exceed $300,000, (B) mandatory prepayments required under Section 2.1.6 of the Second Lien Term Loan Agreement (as in effect on the Closing Date date hereof) and subject to the restrictions, if any, in the Second Lien Debt Intercreditor Agreement (it being understood that if Borrowers are not obligated to make any such prepayment as a result of Section 2.1.7 of the Second Lien Term Loan Agreement (as in effect on the date hereof) such mandatory prepayment shall not be required) and a refinance of the Second Lien Debt to the extent permitted under the Second Lien Debt Intercreditor Agreement, (C) any such prepayment with respect to the currently issued and outstanding notes under the Indenture or 2009 Indenture to the extent such prepayments (x) are permitted by, and are subject to, the satisfaction of the conditions set forth in Section 2.1.3 or (y) are funded with proceeds of the Second Lien Debt or Last-Out Term Loan, and (D) the Last-Out Term Loan to the extent funded with proceeds of the Second Lien Debt; or (b) Exercise its option to make cash payments of interest in respect of the Last Out Term Loan if an Event of Default exists or would be caused thereby or make any cash payments of interest in respect of the Last Out Term Loan except as such due provided in the Last Out Term Loan Agreement as in effect on the date is amended thereafter with the written consent of Agent)hereof.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (A) any unsecured Borrowed Money or Subordinated Debt (the foregoing, “Junior Debt”), except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Junior Debt (including any applicable subordination agreements), (ii) in connection with, and to the extent permitted hereby, any Refinancing Debt in connection with such Junior Debt and (iii) any other payments in respect of the Junior Debt so long as immediately before and after giving effect to any such payment, no Default or Event of Default shall have occurred and be continuing and either (a) Subordinated DebtAvailability, except to the extent expressly permitted under any subordination agreement relating on a Pro Forma Basis after giving effect to such Debt (and a Senior Officer prepayment, for each of a Borrower shall certify to Agent, not less than five Business Days the 30 days prior to and including the date such prepayment is made, is at least the greater of payment(x) $12,500,000 and (y) twenty-five percent (25%) of the Revolver Commitments or (b) (1) the Fixed Charge Coverage Ratio, on a Pro Forma Basis, is at least 1.00 to 1.00 and (2) Availability, on a Pro Forma Basis after giving effect to such prepayment, for each of the 30 days prior to and including the date such prepayment is made, is at least the greater of (x) $7,500,000 and (y) fifteen percent (15%) of the Revolver Commitments and (B) the Term Loans, other than (i) any scheduled payments as and when due and payable in accordance with the Term Loan Credit Agreement and reimbursement for fees and expenses, (ii) mandatory repayments as required by Section 5.3.1 of the Term Loan Credit Agreement and (iii) other payments in respect of the Term Loans, in each case, provided such payments are made in accordance with the terms of the Intercreditor Agreement; and provided however, that all conditions under such agreement have been satisfied; provided thatin the case of clause (B)(iii), failure to provide such notice shall not result in an Event of Default); (b) earnout payments owing pursuant to the Pental Acquisition Agreement, the Summit Acquisition Agreement, the Specified Acquisitions or the Identified Acquisitions unless at the time of such payment, the Payment Conditions are satisfied (and a Senior Officer of a Borrower shall certify to Agent, not less than two Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); or (c) subject to clause (a) aboveAvailability, any Borrowed Money (other than on a Pro Forma Basis after giving effect to such prepayment, for each of the 30 days prior to and including the date such prepayment is made, is at least the greater of (x) the Obligations, $12,500,000 and (y) twenty-five percent (25%) of the Revolver Debt, Debt that is permitted under Section 9.2.1(c) Commitments or (db) (1) the Fixed Charge Coverage Ratio, on a Pro Forma Basis, is at least 1.00 to 1.00 and so long as the Leverage Ratio is greater than 2.00:1.00 (2) Availability, on a Pro Forma Basis after giving pro forma effect to such paymentprepayment, Debt that for each of the 30 days prior to and including the date such prepayment is permitted under Sections 9.2.1(gmade, is at least the greater of (x) $7,500,000 and (i) or (y) fifteen percent (15%) of the Permitted Refinancing of any Debt that is permitted under Sections 9.2.1(c)Revolver Commitments. Notwithstanding the foregoing, (g) and (i)) prior to its due date under the agreements evidencing such Debt as Term Loan Indebtedness may only be refinanced in effect on the Closing Date (or as such due date is amended thereafter accordance with the written consent terms of Agent)the Intercreditor Agreement.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) Subordinated Debt, except to the extent expressly permitted under any subordination agreement relating to such Debt (and a Senior Officer of a Borrower shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); (b) earnout payments owing pursuant to the Pental Acquisition Agreement, the Summit Acquisition AgreementAgreement or, the Specified Acquisitions or the Identified Acquisitions unless at the time of such payment, the Payment Conditions are satisfied (and a Senior Officer of a Borrower shall certify to Agent, not less than two Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); or (c) subject to clause (a) above, any Borrowed Money (other than (x) the Obligations, the Revolver Debt, Debt that is permitted under Section 9.2.1(c) or (d) and so long as the Leverage Ratio is greater than 2.00:1.00 after giving pro forma effect to such payment, Debt that is permitted under Sections 9.2.1(g) and (i) or (y) the Permitted Refinancing of any Debt that is permitted under Sections 9.2.1(c), (g) and (i)) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as such due date is amended thereafter with the written consent of Agent).

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (ai) Subordinated Debt, except to the extent expressly permitted under any subordination agreement relating to such Debt (and a Senior Officer of a Borrower shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); (bii) earnout payments owing pursuant to the Pental Acquisition Agreement, the Summit Acquisition Agreement, the Specified Acquisitions or the Identified Acquisitions unless at the time of such payment, the Payment Conditions are satisfied (and a Senior Officer of a Borrower shall certify to Agent, not less than two Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); or (ciii) subject to clause (a) above, any Borrowed Money (other than (x) the Obligations, the Revolver Debt, Debt that is permitted under Section 9.2.1(c) or (d) and so long as the Leverage Ratio is greater than 2.00:1.00 after giving pro forma effect to such payment, Debt that is permitted under Sections 9.2.1(g) and (i) or (y) the Permitted Refinancing of any Debt that is permitted under Sections 9.2.1(c), (g) and (i)) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as such due date is amended thereafter with the written consent of Agent).

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) Subordinated Debt, except to the extent expressly permitted under any subordination agreement relating to such Debt (and a Senior Officer of a Borrower shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); (b) the earnout payments owing pursuant to the Pental Acquisition Agreement, the Summit Acquisition Agreement, Agreement ifor the Specified Acquisitions or the Identified Acquisitions unless at the time of such payment, the Payment Conditions are satisfied (and a Senior Officer of a Borrower shall certify to Agent, not less than two fivetwo Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default),; or (c) subject to clause (a) above, any Borrowed Money (other than (x) the Obligations, the Revolver Debt, Debt that is permitted under Section 9.2.1(c) or (d) and so long as the Leverage Ratio is greater than 2.00:1.00 after giving pro forma effect to such payment, Debt that is permitted under Sections 9.2.1(g) and (i) or (y) the Permitted Refinancing of any Debt that is permitted under Sections 9.2.1(c), (g) and (i)) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as such due date is amended thereafter with the written consent of Agent).

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) Subordinated Debt, except to the extent expressly permitted under any subordination agreement relating to such Debt (and a Senior Officer of a Borrower shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); (b) earnout payments owing pursuant to the Pental Acquisition Agreement, the Summit Acquisition Agreement, Agreement or the Specified Acquisitions or the Identified Acquisitions unless at the time of such payment, the Payment Conditions are satisfied (and a Senior Officer of a Borrower shall certify to Agent, not less than two Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); or (c) subject to clause (a) above, any Borrowed Money (other than (x) the Obligations, the Revolver Debt, Debt that is permitted under Section 9.2.1(c) or (d) and so long as the Leverage Ratio is greater than 2.00:1.00 after giving pro forma effect to such payment, Debt that is permitted under Sections 9.2.1(g) and (i) or (y) the Permitted Refinancing of any Debt that is permitted under Sections 9.2.1(c), (g) and (i)) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as such due date is amended thereafter with the written consent of Agent).

Restrictions on Payment of Certain Debt. (a) Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (ai) any Subordinated DebtDebt (other than Debt among Holdings, the Borrowers and Subsidiaries, so long as no Event of Default has occurred and is continuing), except (A) regularly scheduled payments of principal, interest and fees, but only to the extent expressly permitted under any subordination agreement relating to such Debt, (B) refinancing of Debt permitted under Section 10.2.1, (and C) any Permitted Specified Refinancing of the PIK Notes or (D) payments made in the Ordinary Course of Business with respect to intercompany debt consisting of trade payables arising from the sale of Inventory in a Senior Officer transaction not violative of a Borrower shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfiedSection 10.2.17; provided thatthat in each case of clauses (B) and (C), failure to provide such notice shall not result in an Event of Default); (b) earnout payments owing pursuant to the Pental Acquisition Agreement, the Summit Acquisition Agreement, the Specified Acquisitions or the Identified Acquisitions unless at the time of such paymenttransaction after giving effect thereto, the Payment Conditions are satisfied (and a Senior Officer of a Borrower shall certify to Agent, not less than two Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an no Default or Event of Default)Default shall have occurred and be continuing; orand (ii) if a Default exists or would result therefrom, any Debt, other than (A) the payment of the Debt created hereunder and under the Senior Term Loan Agreement or the Senior Secured Note Indenture and (B) the payment of secured Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Debt. (cb) subject to clause (a) abovePrepay, redeem, retire or defease any other Borrowed Money (other than (x) the Obligations), the Revolver including Senior Term Loan Debt, Debt that is permitted arising under Section 9.2.1(c) or (d) and so long as the Leverage Ratio is greater than 2.00:1.00 after giving pro forma effect to such paymentSenior Secured Notes, Debt that is permitted under Sections 9.2.1(g) and (i) or (y) the Permitted Refinancing of any Debt that is permitted under Sections 9.2.1(c), (g) and (i)) prior to its due regularly scheduled payment, amortization or maturity date under the agreements evidencing such Debt as in effect on the Closing Date (or as such due date is amended thereafter with the written consent of AgentAdministrative Agent or otherwise in accordance with the Intercreditor Agreements, provided that (i) the consent of Administrative Agent to such amendment shall not be required if such amendment is not materially adverse to the interests of Administrative Agent and Lenders under this Agreement and the other Loan Documents (it being understood that amendments to increase interest rates or shorten regularly scheduled payment, amortization or maturity dates, in each case, shall be considered materially adverse to the interests of Administrative Agent and Lenders)) except to the extent constituting a Permitted Debt Prepayment; (ii) that any mandatory prepayments (including pursuant to mandatory offers to purchase) of the Senior Term Loan Debt and the Debt arising under the Senior Secured Notes as required in the Senior Term Loan Agreement or the Senior Secured Note Indenture (as such agreements are in effect on the Closing Date), as applicable, shall not be prohibited under this Section 10.2.8; and (iii) any payment of Debt that constitute a Permitted Debt Prepayment shall not be prohibited under this Section 10.2.8.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) Subordinated Debt, except to the extent expressly permitted under any subordination agreement relating to such Debt (and a Senior Officer of a Borrower shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); (b) earnout payments owing pursuant to the Pental Acquisition Agreement, the Summit Acquisition Agreement, Agreement or the Specified Acquisitions or the Identified Acquisitions unless at the time of such payment, the Payment Conditions are satisfied (and a Senior Officer of a Borrower shall certify to Agent, not less than two Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); or (c) subject to clause (a) above, any Borrowed Money (other than (x) the Obligations, the Revolver Debt, Debt that is permitted under Section 9.2.1(c) or (d) and so long as the Leverage Ratio is greater than 2.00:1.00 after giving pro forma effect to such payment, Debt that is permitted under Sections 9.2.1(g) and (i) or (y) the Permitted Refinancing of any Debt that is permitted under Sections 9.2.1(c), (g) and (i)) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as such due date is amended thereafter with the written consent of Agent).

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (A) any unsecured Borrowed Money or Subordinated Debt (the foregoing, “Junior Debt”), except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Junior Debt (including any applicable subordination agreements), (ii) in connection with, and to the extent permitted hereby, any Refinancing Debt in connection with such Junior Debt and (iii) any other payments in respect of the Junior Debt so long as immediately before and after giving effect to any such payment, no Default or Event of Default shall have occurred and be continuing and either (a) Subordinated DebtAvailability, except to the extent expressly permitted under any subordination agreement relating on a Pro Forma Basis after giving effect to such Debt (and a Senior Officer prepayment, for each of a Borrower shall certify to Agent, not less than five Business Days the 30 days prior to and including the date such prepayment is made, is at least the greater of payment(x) $12,500,000 and (y) twenty-five percent (25%) of the Revolver Commitments or (b) (1) the Fixed Charge Coverage Ratio, on a Pro Forma Basis, is at least 1.00 to 1.00 and (2) Availability, on a Pro Forma Basis after giving effect to such prepayment, for each of the 30 days prior to and including the date such prepayment is made, is at least the greater of (x) $7,500,000 and (y) fifteen percent (15%) of the Revolver Commitments and (B) the Term Loans, other than (i) any scheduled payments as and when due and payable in accordance with the Term Loan Credit Agreement and reimbursement for fees and expenses, (ii) mandatory repayments as required by Section 5.3.1 of the Term Loan Credit Agreement and (iii) other payments in respect of the Term Loans, in each case, provided such payments are made in accordance with the terms of the Intercreditor Agreement; and provided however, that all conditions under such agreement have been satisfied; provided thatin the case of clause (B)(iii), failure to provide such notice shall not result in an Event of Default); (b) earnout payments owing pursuant to the Pental Acquisition Agreement, the Summit Acquisition Agreement, the Specified Acquisitions or the Identified Acquisitions unless at the time of such payment, the Payment Conditions are satisfied (and a Senior Officer of a Borrower shall certify to Agent, not less than two Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); or (c) subject to clause (a) aboveAvailability, any Borrowed Money (other than on a Pro Forma Basis after giving effect to such prepayment, for each of the 30 days prior to and including the date such prepayment is made, is at least the greater of (x) the Obligations, the Revolver Debt, Debt that is permitted under Section 9.2.1(c) or (d) $12,500,000 and so long as the Leverage Ratio is greater than 2.00:1.00 after giving pro forma effect to such payment, Debt that is permitted under Sections 9.2.1(g) and (i) or (y) twenty-five percent (25%) of the Permitted Refinancing of any Debt that is permitted under Sections 9.2.1(cRevolver Commitments or (b) (1) the Fixed Charge Coverage Ratio, (g) and (i)) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as such due date is amended thereafter with the written consent of Agent).a Pro 97 NAI-1507796678v9

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (A) any unsecured Borrowed Money or Subordinated Debt (the foregoing, “Junior Debt”), except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Junior Debt (including any applicable subordination agreements), (ii) in connection with, and to the extent permitted hereby, any Refinancing Debt in connection with such Junior Debt and (iii) any other payments in respect of the Junior Debt so long as immediately before and after giving effect to any such payment, no Default or Event of Default shall have occurred and be continuing and either (a) Subordinated DebtAvailability, except to the extent expressly permitted under any subordination agreement relating on a Pro Forma Basis after giving effect to such Debt (and a Senior Officer prepayment, for each of a Borrower shall certify to Agent, not less than five Business Days the 30 days prior to and including the date such prepayment is made, is at least the greater of payment(x) $12,500,000 and (y) twenty percent (20%) of the Line Cap or (b) (1) the Fixed Charge Coverage Ratio, on a Pro Forma Basis, is at least 1.00 to 1.00 and (2) Availability, on a Pro Forma Basis after giving effect to such prepayment, for each of the 30 days prior to and including the date such prepayment is made, is at least the greater of (x) $7,500,000 and (y) fifteen percent (15%) of the Line Cap and (B) the Term Loans, other than (i) any scheduled payments as and when due and payable in accordance with the Term Loan Credit Agreement and reimbursement for fees and expenses, (ii) mandatory repayments as required by Section 5.3.1 of the Term Loan Credit Agreement and (iii) other payments in respect of the Term Loans, in each case, provided such payments are made in accordance with the terms of the Intercreditor Agreement; and provided however, that all conditions under in the case of clause (B)(iii), (a) Availability, on a Pro Forma Basis after giving effect to such agreement have been satisfied; provided thatprepayment, failure for each of the 30 days prior to provide and including the date such notice shall not result in an Event prepayment is made, is at least the greater of Default); (x) $12,500,000 and (y) twenty percent (20%) of the Line Cap or (b) earnout payments owing pursuant (1) the Fixed Charge Coverage Ratio, on a Pro Forma Basis, is at least 1.00 to 1.00 and (2) Availability, on a Pro Forma Basis after giving effect to such prepayment, for each of the Pental Acquisition Agreement, the Summit Acquisition Agreement, the Specified Acquisitions or the Identified Acquisitions unless at the time of such payment, the Payment Conditions are satisfied (and a Senior Officer of a Borrower shall certify to Agent, not less than two Business Days 30 days prior to and including the date such prepayment is made, is at least the greater of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); or (c) subject to clause (a) above, any Borrowed Money (other than (x) the Obligations, the Revolver Debt, Debt that is permitted under Section 9.2.1(c) or (d) $7,500,000 and so long as the Leverage Ratio is greater than 2.00:1.00 after giving pro forma effect to such payment, Debt that is permitted under Sections 9.2.1(g) and (i) or (y) fifteen percent (15%) of the Permitted Refinancing of any Debt that is permitted under Sections 9.2.1(c)Line Cap. Notwithstanding the foregoing, (g) and (i)) prior to its due date under the agreements evidencing such Debt as Term Loan Indebtedness may only be refinanced in effect on the Closing Date (or as such due date is amended thereafter accordance with the written consent terms of Agent)the Intercreditor Agreement.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, purchase, redemption, retirement, defeasance or acquisition; each, for purposes of this Section 10.2.7, a “payment”) with respect to any: any (a) Subordinated Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent expressly permitted under any subordination agreement relating to such Debt (and a Senior Officer of a Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); provided that, failure to provide such notice shall not result in an Event of Default); or (b) earnout other Borrowed Money, other than, (i) payments owing pursuant of intercompany loans by an Obligor to another Obligor, (ii) as long as no Default or Event of Default exists, payments made from the proceeds of, or by conversion or exchange for or into, Refinancing Debt, (iii) payment of regularly scheduled interest and principal payments and mandatory prepayments (including customary excess cash flow prepayments) as and when due in respect of any Permitted Secured Debt, (iv) any Purchase Money Debt to the Pental Acquisition Agreement, extent such payment is made from the Summit Acquisition Agreement, proceeds of an Asset Disposition of the Specified Acquisitions or the Identified Acquisitions unless at the time of such payment, the Payment Conditions are satisfied (and a Senior Officer of a Borrower shall certify to Agent, not less than two Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); or (c) subject to clause (a) above, any Borrowed Money (other than (x) the Obligations, the Revolver Debt, Debt that is underlying asset permitted under Section 9.2.1(c) or (d) and so long as the Leverage Ratio is greater than 2.00:1.00 after giving pro forma effect to such payment, Debt that is permitted under Sections 9.2.1(g) and (i) or (y) the Permitted Refinancing of any Debt that is permitted under Sections 9.2.1(c)10.2.5, (gv) and (i)) prior to its due date any scheduled payments under the agreements evidencing such Debt Borrowed Money as in effect on the First Amendment Closing Date or, with respect to the Senior Notes, as in effect on the Closing Date (or as such due date is amended thereafter with the written consent of AgentAgent or as amended in accordance with Section 10.2.18), and (vi) other payments on Borrowed Money so long as all of the Prepayment Conditions are satisfied with respect thereto.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) Subordinated Debt, except to the extent expressly permitted under any subordination agreement relating to such Debt (and a Senior Officer of a Borrower shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); (b) the earnout payments owing pursuant to the Pental Acquisition Agreement, the Summit Acquisition Agreement, the Specified Acquisitions or the Identified Acquisitions unless Agreement if at the time of such payment, the Payment Conditions are satisfied (and a Senior Officer of a Borrower shall certify to Agent, not less than two five Business Days prior to the date of payment, that all Payment Conditions have been satisfied; provided that, failure to provide such notice shall not result in an Event of Default); or, (c) subject to clause (a) above, any Borrowed Money (other than (x) the Obligations, the Revolver Debt, Debt that is permitted under Section 9.2.1(c) or (d) and so long as the Leverage Ratio is greater than 2.00:1.00 after giving pro forma effect to such payment, Debt that is permitted under Sections 9.2.1(g) and (i) or (y) the Permitted Refinancing of any Debt that is permitted under Sections 9.2.1(c), (g) and (i)) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as such due date is amended thereafter with the written consent of Agent).