Common use of Limitation on Optional Payments of Junior Debt Instruments Clause in Contracts

Limitation on Optional Payments of Junior Debt Instruments. Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease or otherwise voluntarily or optionally satisfy (a “Specified Prepayment”), any Junior Debt other than (i) a Specified Prepayment with the Net Cash Proceeds of Indebtedness then permitted to be incurred pursuant to Section 6.2(p) or other Permitted Refinancing in respect of such Junior Debt (which Permitted Refinancing is permitted under Section 6.2), (ii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) in the case of any such Specified Prepayment using either clause (a)(i), clause (a)(ii) or (a)(vi) of the definition of the Available Basket, the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 3.50:1.00, (iii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 2.90:1:00 at the time of such Specified Prepayment of Junior Debt, (iv) the conversion of such Junior Debt to Qualified Capital Stock of Parent or Capital Stock of any direct or indirect parent company of Parent, (v) [reserved], (vi) [reserved], (vii) [reserved], (viii) payments necessary so that such Junior Debt will not have “significant original issue discount” and thus will not be treated as “applicable high yield discount obligations” within the meaning of Section 163(i) of the Code, (ix) regularly scheduled interest payments and payments of fees, expenses and indemnification obligations, (x) payments of cash upon settlements of conversions or exchanges of convertible notes or (xi) other Specified Prepayments in an aggregate amount not to exceed $100.0 million, plus the amount of any unused portion of the basket provided for in Section 6.6(o); provided, that in the case of any Specified Prepayment under clause (i), (ii) or (iii) in connection with any Limited Conditionality Incremental Transaction, the applicable Borrowers shall have the option of making the applicable determination, and any related determinations required by Section 6.2 or 6.3, as applicable, as of the date the redemption or prepayment notice is given (and any Pro Forma Transactions in connection therewith shall thereafter be calculated and determined as if such Specified Prepayment were consummated on such date until consummated or terminated); provided, further, that if the applicable Borrowers elect to have such determinations occur as of the date of such redemption or prepayment notice, any related incurrence of Indebtedness or Liens shall be deemed to have occurred on such date and outstanding thereafter for purposes of subsequently calculating any ratios under this Agreement after such date and before the consummation of such Specified Prepayment and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated EBITDA or Consolidated Total Assets for purposes of other incurrences of Indebtedness or Liens or determining the permissibility of other transactions (not related to such Specified Prepayment) shall not reflect such Specified Prepayment until it has been consummated or terminated.

Limitation on Optional Payments of Junior Debt Instruments. Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease or otherwise voluntarily or optionally satisfy (a “Specified Prepayment”), (it being understood that payments of regularly scheduled principal, interest and fees and mandatory prepayments, expense reimbursement and indemnification obligations, redemptions, AHYDO Payments and related offers to prepay or repurchase and, in connection with the amendment of any Junior Debt, the payment of fees (other than in connection with any amendment that reduces or forgives the commitments or outstanding principal amount of such Junior Debt) shall be permitted), any Junior Debt other than (i) a Specified Prepayment with the Net Cash Proceeds net cash proceeds of Indebtedness then permitted to be incurred pursuant to Section 6.2(p) or other Permitted Refinancing in respect of such Junior Debt (which Permitted Refinancing is permitted under Section 6.2), (ii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) in the case of any such Specified Prepayment using either clause (a)(i), clause (a)(ii) or (a)(vi) of the definition of the Available Basket, the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 3.50:1.00Payment Conditions are satisfied, (iii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 2.90:1:00 at the time of such Specified Prepayment of Junior Debt, (iv) the conversion or exchange of such Junior Debt to Qualified Capital Stock of Parent Holdings or Capital Stock of any direct or indirect parent company of ParentHoldings, (iv) any Specified Prepayment made within nine months of the final maturity date of such Junior Debt, (v) [reserved]any repayments, forgiveness or prepayments of any Indebtedness of the Parent Borrower or any Restricted Subsidiary to the Parent Borrower or any Restricted Subsidiary, (vi) [reserved]repayments, redemptions, purchases, defeasances and other payments in respect of Junior Debt made in reliance on the last paragraph of Section 6.6, (vii) [reserved], (viii) payments necessary so that such Junior Debt will not have “significant original issue discount” and thus will not be treated as “applicable high yield discount obligations” within the meaning of Section 163(i) of the Code, (ix) regularly scheduled interest payments and payments of fees, expenses and indemnification obligations, (x) payments of cash upon settlements of conversions or exchanges of convertible notes or (xi) other Specified Prepayments in an aggregate amount not to exceed the greater of (A) $100.0 million25 million and (B) 30% of Trailing Four Quarter Consolidated EBITDA, plus minus the amount of any unused portion of the basket provided for in Restricted Payments made pursuant to Section 6.6(o); provided, that in (viii) the case of Refinancing thereof with any Specified Prepayment under clause Indebtedness (ito the extent such Indebtedness constitutes a Permitted Refinancing), (iiix) prepayments of principal of and any required premium on loans or notes pursuant to the documentations for any Junior Debt (iiior any comparable provision of a Permitted Refinancing thereof) in connection with the removal of a lender or holder pursuant to the documentation for such Junior Debt (or any Limited Conditionality Incremental Transactioncomparable provision of a Permitted Refinancing thereof or the payment of any fees in connection with amendments thereto), the applicable Borrowers (x) [reserved], (xi) [reserved] and (xii) any payments, prepayments, repurchases or redemptions in an aggregate amount not to exceed (i) Excluded Contributions minus (ii) Permitted Excluded Contribution Utilizations (other than as described in clause (iv) thereof). Any basket available for prepayments, redemptions, purchases, defeasements or other payments in respect of any Junior Debt pursuant to Section 6.8(vii) may instead be used make an Investment not otherwise permitted by Section 6.7 and such Investment shall have the option of making the applicable determination, not be prohibited by Section 6.7 and any related determinations required by such Investment shall reduce the amount available under such basket set forth in Section 6.2 or 6.3, as applicable, as of the date the redemption or prepayment notice is given (and any Pro Forma Transactions in connection therewith shall thereafter be calculated and determined as if such Specified Prepayment were consummated on such date until consummated or terminated6.8(vii); provided, further, that if the applicable Borrowers elect to have such determinations occur as of the date of such redemption or prepayment notice, any related incurrence of Indebtedness or Liens shall be deemed to have occurred on such date and outstanding thereafter for purposes of subsequently calculating any ratios under this Agreement after such date and before the consummation of such Specified Prepayment and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated EBITDA or Consolidated Total Assets for purposes of other incurrences of Indebtedness or Liens or determining the permissibility of other transactions (not related to such Specified Prepayment) shall not reflect such Specified Prepayment until it has been consummated or terminated.

Limitation on Optional Payments of Junior Debt Instruments. Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease or otherwise voluntarily or optionally satisfy (a “Specified Prepayment”), any Junior Debt other than (i) a Specified Prepayment with the Net Cash Proceeds of Indebtedness then permitted to be incurred pursuant to Section 6.2(p) or other Permitted Refinancing in respect of such Junior Debt (which Permitted Refinancing is permitted under Section 6.2), (ii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and continuing, in an aggregate amount not to exceed the sum of (yA) in the case of any such Specified Prepayment using either clause (a)(i), clause (a)(ii) or (a)(vi) of the definition of the Available BasketEquity Basket at the time of such payment, prepayment, repurchase or redemption or defeasance of Junior Debt plus (B) if the Total Net Leverage Ratio, determined on a Pro Forma BasisBasis at the time of and after giving effect to such payment, does not exceed 3.50:1.00prepayment, repurchase or redemption or defeasance or other satisfaction, is equal to or less than 5.20:1.00, the Available Builder Basket at the time of such Specified Prepayment of Junior Debt, (iii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 2.90:1:00 4.20:1.00 at the time of such Specified Prepayment of Junior Debt, (iv) the conversion of such Junior Debt to Qualified Capital Stock of Parent Holdings or Capital Stock of any direct or indirect parent company of Parent, Holdings or (v) [reserved], (vi) [reserved], (vii) [reserved], (viii) payments necessary so that any Specified Prepayment made within nine months of the final maturity date of such Junior Debt will not have “significant original issue discount” and thus will not be treated as “applicable high yield discount obligations” within the meaning of Section 163(i) of the Code, (ix) regularly scheduled interest payments and payments of fees, expenses and indemnification obligations, (x) payments of cash upon settlements of conversions or exchanges of convertible notes or (xi) other Specified Prepayments in an aggregate amount not to exceed $100.0 million, plus the amount of any unused portion of the basket provided for in Section 6.6(o); provided, that that, notwithstanding anything to the contrary in the case of any Specified Prepayment under clause (i), (ii) or (iii) in connection with any Limited Conditionality Incremental Transaction, the applicable Borrowers shall have the option of making the applicable determination, and any related determinations required by this Section 6.2 or 6.3, as applicable, as of the date the redemption or prepayment notice is given (and any Pro Forma Transactions in connection therewith shall thereafter be calculated and determined as if such Specified Prepayment were consummated on such date until consummated or terminated); provided, further, that if the applicable Borrowers elect to have such determinations occur as of the date of such redemption or prepayment notice6.8, any related incurrence of Indebtedness or Liens shall amounts declined by an applicable Lender to be deemed applied to have occurred on such date and outstanding thereafter for purposes of subsequently calculating any ratios under this Agreement after such date and before mandatorily prepay the consummation of such Specified Prepayment and Term Loans in accordance with Section 2.14(f) may be applied by the Borrower to prepay the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated EBITDA or Consolidated Total Assets for purposes of other incurrences of Indebtedness or Liens or determining the permissibility of other transactions (not related to such Specified Prepayment) shall not reflect such Specified Prepayment until it has been consummated or terminatedJunior Lien Term Loans).

Limitation on Optional Payments of Junior Debt Instruments. Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease or otherwise voluntarily or optionally satisfy (a “Specified Prepayment”), any Junior Debt other than (i) a Specified Prepayment with the Net Cash Proceeds of Indebtedness then permitted to be incurred pursuant to Section 6.2(p) or other Permitted Refinancing in respect of such Junior Debt (which Permitted Refinancing is permitted under Section 6.2), (ii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing |US-DOCS\138541167.4141447058.7|| and (y) in the case of any such Specified Prepayment using either clause (a)(i), clause (a)(ii) or (a)(vi) of the definition of the Available Basket, the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 3.50:1.00, (iii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 2.90:1:00 at the time of such Specified Prepayment of Junior Debt, (iv) the conversion of such Junior Debt to Qualified Capital Stock of Parent or Capital Stock of any direct or indirect parent company of Parent, (v) [reserved], (vi) [reserved], (vii) [reserved], (viii) payments necessary so that such Junior Debt will not have “significant original issue discount” and thus will not be treated as “applicable high yield discount obligations” within the meaning of Section 163(i) of the Code, (ix) regularly scheduled interest payments and payments of fees, expenses and indemnification obligations, (x) payments of cash upon settlements of conversions or exchanges of convertible notes or (xi) other Specified Prepayments in an aggregate amount not to exceed $100.0 million, plus the amount of any unused portion of the basket provided for in Section 6.6(o); provided, that in the case of any Specified Prepayment under clause (i), (ii) or (iii) in connection with any Limited Conditionality Incremental Transaction, the applicable Borrowers shall have the option of making the applicable determination, and any related determinations required by Section 6.2 or 6.3, as applicable, as of the date the redemption or prepayment notice is given (and any Pro Forma Transactions in connection therewith shall thereafter be calculated and determined as if such Specified Prepayment were consummated on such date until consummated or terminated); provided, further, that if the applicable Borrowers elect to have such determinations occur as of the date of such redemption or prepayment notice, any related incurrence of Indebtedness or Liens shall be deemed to have occurred on such date and outstanding thereafter for purposes of subsequently calculating any ratios under this Agreement after such date and before the consummation of such Specified Prepayment and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated EBITDA or Consolidated Total Assets for purposes of other incurrences of Indebtedness or Liens or determining the permissibility of other transactions (not related to such Specified Prepayment) shall not reflect such Specified Prepayment until it has been consummated or terminated.

Limitation on Optional Payments of Junior Debt Instruments. Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease or otherwise voluntarily or optionally satisfy (a “Specified Prepayment”), any Junior Debt other than (i) a Specified Prepayment with the Net Cash Proceeds net cash proceeds of Indebtedness then permitted to be incurred pursuant to Section 6.2(p) or other a Permitted Refinancing in respect of such Junior Debt (which Permitted Refinancing is permitted under Section 6.2), (ii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) in the case of any such Specified Prepayment using either clause (a)(i), clause (a)(ii) or (a)(vi) of the definition of the Available Basket, the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 3.50:1.00Payment Conditions are satisfied, (iii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 2.90:1:00 at the time of such Specified Prepayment of Junior Debt, (iv) the conversion of such Junior Debt to Qualified Capital Stock of Parent Holdings or Capital Stock of any direct or indirect parent company of ParentHoldings, (iv) any Specified Prepayment made within nine (9) months of the final maturity date of such Junior Debt, (v) [reserved]any Specified Prepayment made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, Capital Stock (viother than Disqualified Capital Stock) [reserved], or a substantially concurrent contribution to the equity (vii) [reserved], (viii) payments necessary so that such Junior Debt will not have “significant original issue discount” and thus will not be treated as “applicable high yield discount obligations” within other than through the meaning issuance of Section 163(iDisqualified Capital Stock or through an Excluded Contribution) of the Code, (ix) regularly scheduled interest payments and payments of fees, expenses and indemnification obligations, (x) payments of cash upon settlements of conversions or exchanges of convertible notes Initial Borrower or (xivi) other Specified Prepayments in an aggregate amount not to exceed the sum of (x) the greater of $100.0 million, plus 30.0 million and 20.0% of Consolidated EBITDA for the amount of Relevant Reference Period and (y) any unused portion of the basket provided for set forth in Section 6.6(o)) at the time of determination; provided, that in the case of any Specified Prepayment under clause (i), (ii), (iii), (v) or (iii) in connection with any Limited Conditionality Incremental Transactionvi), the applicable Borrowers Initial Borrower shall have the option of making the applicable determination, and any related determinations required by Section 6.2 6.1, 6.2, 6.3 or 6.36.10, as applicable, as of the date the redemption or prepayment notice is given (and the Payment Conditions and any other Pro Forma Transactions in connection therewith shall thereafter be calculated and determined as if such Specified Prepayment were consummated on such date until consummated or terminated); provided, further, that if the applicable Borrowers elect to have such determinations occur as of the date of such redemption or prepayment notice, any related incurrence of Indebtedness or Liens shall be deemed to have occurred on such date and outstanding thereafter for purposes of subsequently calculating any ratios under this Agreement after such date and before the consummation of such Specified Prepayment and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated EBITDA or Consolidated Total Assets for purposes of other incurrences of Indebtedness or Liens or determining the permissibility of other transactions (not related to such . “Specified Prepayment) ” shall not reflect such Specified Prepayment until it has been consummated or terminatedinclude regularly scheduled interest payments and payments of fees, expenses and indemnification obligations.

Limitation on Optional Payments of Junior Debt Instruments. Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease or otherwise voluntarily or optionally satisfy (but for the avoidance of doubt, excluding any regularly scheduled interest payments and payments of fees, expenses and indemnification obligations thereunder) (a “Specified Prepayment”), any Junior Debt other than (i) a Specified Prepayment with the Net Cash Proceeds of Indebtedness then permitted to be incurred pursuant to Section 6.2(p) or other Permitted Refinancing in respect of such Junior Debt (which Permitted Refinancing is permitted under Section 6.2), (ii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) in the case of any such Specified Prepayment using either clause (a)(i), clause (a)(ii) or (a)(vi) of the definition of the Available Basket, the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 3.50:1.00Payment Conditions are satisfied, (iii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 2.90:1:00 at the time of such Specified Prepayment of Junior Debt, (iv) the conversion of such Junior Debt to Qualified Capital Stock of Parent Borrower or Capital Stock of any direct or indirect parent company Parent Entity, (iv) any Specified Prepayment of ParentJunior Debt of the type described in clause (i) of the definition of Junior Debt and made within twelve months of the final maturity date of such Junior Debt, (v) [reserved], (vi) [reserved], (vii) [reserved], (viii) payments necessary so that such Junior Debt will not have “significant original issue discount” and thus will not be treated as “applicable high yield discount obligations” within the meaning of Section 163(i) of the Code, (ixvi) regularly scheduled interest payments any Specified Prepayment made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, Capital Stock (other than Disqualified Capital Stock) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Capital Stock or through an Excluded Contribution (and payments excluding any proceeds constituting a Cure Amount)) of fees, expenses and indemnification obligationsthe Borrower, (xvii) payments of cash upon settlements of conversions or exchanges of convertible notes [reserved] or (xiviii) other Specified Prepayments so long as no Event of Default shall have occurred and be continuing in an aggregate amount not to exceed the greater of $100.0 million, plus 25.0 million and 7.5% of Consolidated EBITDA for the amount Relevant Reference Period at the time of any unused portion of the basket provided for in Section 6.6(o)such Specified Prepayment; provided, that in the case of any Specified Prepayment under clause (i), (ii) ), or (iii) in connection with any Limited Conditionality Incremental Transactionv), the applicable Borrowers Borrower shall have the option of making the applicable determination, and any related determinations required by Section 6.2 or 6.3, as applicable, as of the date the any irrevocable redemption or prepayment notice is given (and any Pro Forma Transactions in connection therewith shall thereafter be calculated and determined as if such Specified Prepayment were consummated on such date until consummated or terminated); provided, further, that if the applicable Borrowers elect Borrower elects to have such determinations occur as of the date of such irrevocable redemption or prepayment notice, any related incurrence of Indebtedness or Liens shall be deemed to have occurred on such date and outstanding thereafter for purposes of subsequently calculating any ratios under this Agreement after such date and before the consummation of such Specified Prepayment and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated EBITDA or Consolidated Total Assets for purposes of other incurrences of Indebtedness or Liens or determining the permissibility of other transactions (not related to such Specified Prepayment) shall not reflect such Specified Prepayment until it has been consummated or terminated.

Limitation on Optional Payments of Junior Debt Instruments. Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease or otherwise voluntarily or optionally satisfy (a “Specified Prepayment”), any Junior Debt other than (i) a Specified Prepayment with the Net Cash Proceeds of Indebtedness then permitted to be incurred pursuant to Section 6.2(p) or other Permitted Refinancing in respect of such Junior Debt (which Permitted Refinancing is permitted under Section 6.2), (ii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and continuing, in an aggregate amount not to exceed the sum of (yA) in the case Available Equity Basket at the time of any such Specified Prepayment using either clause plus (a)(i), clause (a)(iiB) or (a)(vi) of the definition of the Available Basket, Builder Basket at the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 3.50:1.00time of such Specified Prepayment of Junior Debt, (iii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 2.90:1:00 3.00:1.00 at the time of such Specified Prepayment of Junior Debt, (iv) the conversion of such Junior Debt to Qualified Capital Stock of Parent Holdings or Capital Stock of any direct or indirect parent company of ParentHoldings, (v) [reserved]any Specified Prepayment made within nine months of the final maturity date of such Junior Debt, (vi) [reserved], (vii) [reserved], (viii) payments necessary so that such Junior Debt will not have “significant original issue discount” and thus will not be treated as “applicable high yield discount obligations” within the meaning of Section 163(i) of the Code, (ixvii) regularly scheduled interest payments and payments of fees, expenses and indemnification obligations, (x) payments of cash upon settlements of conversions or exchanges of convertible notes obligations or (xiviii) other Specified Prepayments in an aggregate amount not to exceed the greater of $100.0 million15.0 million and 1.00% of Consolidated Total Assets at the time of such Specified Prepayment, plus the amount of any unused portion of the basket provided for in Section 6.6(o); provided, that in the case of any Specified Prepayment under clause (i), (ii) or (iii) in connection with any Limited Conditionality Incremental Transaction, the applicable Borrowers Borrower shall have the option of making the applicable determination, and any related determinations required by Section 6.2 or 6.3, as applicable, as of the date the redemption or prepayment notice is given (and any Pro Forma Transactions in connection therewith shall thereafter be calculated and determined as if such Specified Prepayment were consummated on such date until consummated or terminated); provided, further, that if the applicable Borrowers elect Borrower elects to have such determinations occur as of the date of such redemption or prepayment notice, any related incurrence of Indebtedness or Liens shall be deemed to have occurred on such date and outstanding thereafter for purposes of subsequently calculating any ratios under this Agreement after such date and before the consummation of such Specified Prepayment and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated EBITDA or Consolidated Total Assets for purposes of other incurrences of Indebtedness or Liens or determining the permissibility of other transactions (not related to such Specified Prepayment) shall not reflect such Specified Prepayment until it has been consummated or terminated.

Limitation on Optional Payments of Junior Debt Instruments. Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease or otherwise voluntarily or optionally satisfy (a “Specified Prepayment”), any Junior Debt other than (i) a Specified Prepayment with the Net Cash Proceeds of Indebtedness then permitted to be incurred pursuant to Section 6.2(p) or other Permitted Refinancing in respect of such Junior Debt (which Permitted Refinancing is permitted under Section 6.2), (ii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) in the case of any such Specified Prepayment using either clause (a)(i), clause (a)(ii) or (a)(vi) of the definition of the Available Basket, the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 3.50:1.003.25:1.00 at the time of such Specified Prepayment, in an aggregate amount not to exceed the sum of (A) the Available Equity Basket at the time of such Specified Prepayment plus (B) the Available Builder Basket at the time of such Specified Prepayment of Junior Debt, (iii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 2.90:1:00 2.50:1.00 at the time of such Specified Prepayment of Junior Debt, (iv) the conversion of such Junior Debt to Qualified Capital Stock of Parent or Capital Stock of any direct or indirect parent company of Parent, (v) [reserved]any payment of premium by Parent to a counterparty under a Permitted Convertible Indebtedness Call Transaction, (vi) [reserved]any payment in connection with a Permitted Convertible Indebtedness Call Transaction (x) by delivery of shares of Parent’s common stock upon net share settlement thereof or (y) by set-off and/or payment of an early termination amount thereunder in common stock upon any early termination thereof, (vii) [reserved]any payment of cash in lieu of fractional shares thereunder, (viii) payments necessary so that such Junior Debt will not have “significant original issue discount” and thus will not be treated as “applicable high yield discount obligations” within the meaning of Section 163(i) of the Code, (ix) regularly scheduled interest payments and payments of fees, expenses and indemnification obligations, (x) payments so long as no Event of cash upon settlements Default shall have occurred and be continuing or shall result therefrom and solely to the extent funded with the proceeds of conversions or exchanges the Senior Lien Term Loans, Specified Prepayments of convertible notes Junior Debt (including the 2014 Convertible Notes) or (xi) other Specified Prepayments in an aggregate amount not to exceed $100.0 50.0 million, plus the amount of any unused portion of the basket provided for in Section 6.6(o); provided, that in the case of any Specified Prepayment under clause (i), (ii) or (iii) in connection with any Limited Conditionality Incremental Transaction, the applicable Borrowers shall have the option of making the applicable determination, and any related determinations required by Section 6.2 or 6.3, as applicable, as of the date the redemption or prepayment notice is given (and any Pro Forma Transactions in connection therewith shall thereafter be calculated and determined as if such Specified Prepayment were consummated on such date until consummated or terminated); provided, further, that if the applicable Borrowers elect to have such determinations occur as of the date of such redemption or prepayment notice, any related incurrence of Indebtedness or Liens shall be deemed to have occurred on such date and outstanding thereafter for purposes of subsequently calculating any ratios under this US-DOCS\73723759.13 Agreement after such date and before the consummation of such Specified Prepayment and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated EBITDA or Consolidated Total Assets for purposes of other incurrences of Indebtedness or Liens or determining the permissibility of other transactions (not related to such Specified Prepayment) shall not reflect such Specified Prepayment until it has been consummated or terminated.

Limitation on Optional Payments of Junior Debt Instruments. Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease or otherwise voluntarily or optionally satisfy (a “Specified Prepayment”), any Junior Debt other than (i) a Specified Prepayment with the Net Cash Proceeds of Indebtedness then permitted to be incurred pursuant to Section 6.2(p) or other Permitted Refinancing in respect of such Junior Debt (which Permitted Refinancing is permitted under Section 6.2), (ii) any Specified Prepayment in an aggregate amount not to exceed the Available Basket at the time of such Specified Prepayment, so long as (x) no Event of Default shall have occurred and be continuing and (y) in the case of any such Specified Prepayment using either clause (a)(i), clause (a)(ii) or (a)(vi) of the definition of the Available Basket, the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 3.50:1.003.502.50:1.00, (iii) any Specified Prepayment so long as (x) no Event of Default shall have occurred and be continuing and (y) the Total Net Leverage Ratio, determined on a Pro Forma Basis, does not exceed 2.90:1:00 2.902.00:1:00 at the time of such Specified Prepayment of Junior Debt, (iv) the conversion of such Junior Debt to Qualified Capital Stock of Parent or Capital Stock of any direct or indirect parent company of Parent, (v) [reserved]reserved]a Specified Prepayment of 2025 Senior Notes, (vi) [reserved], (vii) [reserved], (viii) payments necessary so that such Junior Debt will not have “significant original issue discount” and thus will not be treated as “applicable high yield discount obligations” within the meaning of Section 163(i) of the Code, (ix) regularly scheduled interest payments and payments of fees, expenses and indemnification obligations, (x) payments of cash upon settlements of conversions or exchanges of convertible notes or (xi) other Specified Prepayments in an aggregate amount not to exceed $100.0 100.075.0 million, plus the amount of any unused portion of the basket provided for in Section 6.6(o); provided, that in the case of any Specified Prepayment under clause (i), (ii) or (iii) in connection with any Limited Conditionality Incremental Transaction, the applicable Borrowers shall have the option of making the applicable determination, and any related determinations required by Section 6.2 or 6.3, as applicable, as of the date the redemption or prepayment notice is given (and any Pro Forma Transactions in connection therewith shall thereafter be calculated and determined as if such Specified Prepayment were consummated on such date until consummated or terminated); provided, further, that if the applicable Borrowers elect to have such determinations occur as of the date of such redemption or prepayment notice, any related incurrence of Indebtedness or Liens shall be deemed to have occurred on such date and outstanding thereafter for purposes of subsequently calculating any ratios under this Agreement after such date and before the consummation of such Specified Prepayment and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated EBITDA or Consolidated Total Assets for purposes of other incurrences of Indebtedness or Liens or determining the permissibility of other transactions (not related to such Specified Prepayment) shall not reflect such Specified Prepayment until it has been consummated or terminated.